regulation s-x: form and content of financial statements
TRANSCRIPT
University of MississippieGrove
Federal Publications Accounting Archive
1958
Regulation S-X: form and content of financialstatements as in effect August 20, 1958United States. Securities and Exchange Commission
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Recommended CitationUnited States. Securities and Exchange Commission, "Regulation S-X: form and content of financial statements as in effect August 20,1958" (1958). Federal Publications. 10.https://egrove.olemiss.edu/acct_fed/10
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON 25, D. C.
REGULATION S-XUNDER THE
SECURITIES ACT OF 1933
SECURITIES EXCHANGE ACT OF 1934
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
AND
INVESTMENT COMPANY ACT OF 1940
Form and Content of Financial StatementAS IN EFFECT AUGUST 20, 1958
THIS REGULATION IS PUBLISHED IN THE CODE OF FEDERAL REGULATIONS AS TITLE 17, PART 210. THUS RULE 1-01 OF THIS REGULATION IS DESIGNATED IN THE CODE AS 17, CFR 210.1-01.
U N ITED STATES
GOVERNMENT PRINTING OFFICE
W ASHINGTON : 1958
For sale by the Superintendent o f Documents, U. S. Government Printing Office, Washington 25, D. C. Price 40 cents
COMMISSIONERS
E d w a r d N. G a d sb y , Chairman A. D o w n e y O r r ic k H ar o ld C. P a t t e r s o n E a r l F. H a s t in g s J a m e s C. S a r g e n t
SECRETARY
O r v a l L . D uB o is
PRINCIPAL OFFICE OF THE COMMISSION
Washington 25, D. C., Phone, Sterling 3-7600
Mail should be addressed as follows:Securities and Exchange Commission, Washington 25, D. C.
REGIONAL AND BRANCH OFFICES
R e g i o n 1 .—New York, New Jersey.225 Broadway, New York 7, N. Y. Phone, Rector 2-6363.
Region 2.—Massachusetts, Connecticut, Rhode Island, Vermont, New Hampshire, Maine.U. S. Post Office and Courthouse, Post Office Square, Boston 9, Mass. Phone, Liberty 2-5600.
Region 3.—Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and that part of Louisiana lying east of the Atchafalaya River.
1371 Peachtree Street, N.E., Atlanta 9, Ga. Phone, Trinity 4-7191.Branch, Room 440, Plaza Building, 245 S. E. First Street, Miami 32, Fla. Phone, Franklin 4-4623.
R egion 4.—Illinois, Indiana, Iowa, Kansas City (Kansas), Kentucky, Michigan, Minnesota, Missouri, Ohio, Wisconsin. Room 630, Bankers Building, 105 West Adams Street, Chicago 3, Ill. Phone, Central 6-7390.Branches, Room 1628, Standard Building, 1370 Ontario Street, Cleveland 13, Ohio. Phone, Tower 1-5939.
Room 1074, Federal Building, Detroit 26, Mich. Phone, Woodward 3-9330. Room 1027, Main Post Office and Customhouse, 180 East Kellogg Boulevard, St. Paul 1, Minn. Phone, Capital 2-8011.
Region 5.—Oklahoma, Arkansas, Texas, that part of Louisiana lying west of the Atchafalaya River, and Kansas (except Kansas City).
Room 301, United States Courthouse, Tenth and Lamar Streets, Fort Worth 2, Tex. Phone, Edison 2-4463. Branch, Room 324, First National Bank Building, 201 Main Street, Houston 2, Texas. Phone, Capital 7-2439.
Region 6.—Wyoming, Colorado, New Mexico, Nebraska, North Dakota, South Dakota, Utah.802 Midland Savings Building, 444 17th Street, Denver 2, Colo. Phone, Keystone 4-4151.Branch, Room 201, Boston Building, Salt Lake City, Utah. Phone, Empire 4-2552, Ext. 203-204.
Region 7.—California, Nevada, Arizona, Hawaii.Room 339, Pacific Building, 821 Market Street, San Francisco 3, Calif. Phone, Yukon 6-3111.Branch, Room 1737, United States Post Office and Courthouse, 312 North Spring Street, Los Angeles 12,
Calif. Phone, Madison 5-7411.Region 8.—Washington, Oregon, Idaho, Montana, Alaska.
Room 304, 905 Second Avenue Building, Seattle 4, Wash. Phone, Main 7760.Region 9.—Pennsylvania, Maryland, Virginia, West Virginia, Delaware, District of Columbia.
Courts Building, 310-6th Street, N. W., Washington 25, D. C. Phone, Sterling 3-7600, Extension 3151.II
PREFACEThis regulation (together with the Accounting Series Releases) states the requirements applicable
to the form and content of financial statements. The instructions as to what financial statements are required to be filed are contained in the form prescribed for the respective registration statement, application for registration, or report.
Attention is directed to the General Rules and Regulations, under each of the acts, which contain certain rules of a general nature applicable to this regulation, particularly rules defining terms and rules prescribing the mode of printing and physical presentation of m atter to be filed with the Commission.
III
CONTENTS
Subject
A r t i c l e 1. A p p l ic a t io n o f R e g u la t io n S -X Rule Page1-01 A p p lic a tio n o f R e g u la tio n S -X ------------------------------ ------------- ------------------------------------------------------------------------------- --------- 11 -02 D e fin it io n s o f te rm s used in R e g u la tio n S -X -------- ---------------------------------------------------------------------------------------------------- 1
A r t ic l e 2. C e r t if ic a t io n
2 -01 Q u a lifica tio ns o f accoun tan ts_________________________________________________________________________________________ 22 -0 2 A cco u n ta n ts ’ ce rtif ica te s ------------------------------------------------------------------------------------------------------------------------------------- --------- 22 -03 C e r tif ic a tio n b y fo re ig n g o ve rnm en t a u d ito rs --------------------------------------------------------------------------------------------------- --------- 32 -0 4 C e r tif ic a tio n o f fin a n c ia l s ta tem en ts o f persons o th e r th a n th e re g is tra n t-------------------------------------------------------------- 32 -05 C e rtif ic a tio n o f fin a n c ia l s ta tem en ts b y m ore th a n one a c c o u n ta n t------------------------------------------------------------------------ 3
A r t ic l e 3. R u l e s o f G e n e r a l A p p l ic a t io n
3-01 F o rm , o rder, and te rm in o lo g y __________________________________________________________________________________ ______33 -0 2 Ite m s n o t m a te r ia l______________________________________________________________________________________________ ______33 -0 3 In a p p lic a b le cap tions and om ission o f u n re q u ire d o r in a p p lica b le fin a n c ia l s ta te m e n ts ------------------------------ ---------33 -0 4 O m ission o f s u b s ta n tia lly id e n tic a l no tes___________________________________________________________________43 -0 5 O m ission o f names o f c e rta in subsid ia ries_______________________________________________ ______ _____________________43 -0 6 A d d it io n a l in fo rm a tio n _____________________________________________________________________ ____________________ ______43 -0 7 Changes in a ccoun ting p rin c ip le s and p ractices and re tro a c tiv e a d ju s tm e n ts o f accounts -------------------------- ---------43 -0 8 S u m m a ry o f a ccoun ting p rin c ip le s a nd p rac tices-------------------------------------------------------------------------------------------------------43 -0 9 C onvers ion o f ite m s in fo re ig n cu rrenc ies--------------------------------------------------------------------------------------------------------- ---------43 -1 0 O pening balances______________________________________________________________________________________________________43 -11 V a lu a tio n and q u a lify in g reserves________________________________________________ _____________________________ ______43 -1 2 Basis o f d e te rm in in g am oun ts— book v a lu e --------------------------------------------------------------------------------------------------------------43 -1 3 C u rre n t assets__________________________ ______________________________________________________________________________53 -1 4 C u rre n t l ia b il i t ie s _________________________________________________________ ______________________________________ ______53 -1 5 R eacqu ired evidences o f indebtedness_________________________________________________________________________ ______53 -1 6 R eacqu ired shares_____________________________________________________________________________________________________53 -1 7 D is c o u n t on c a p ita l shares_____________________________________________________________________________________ ______53 -1 8 C o m m itm e n ts ___________________________________________________________________________________________________ ______53 -1 9 G enera l notes to balance sheets_____________________________________________________________________________ ________53 -2 0 G enera l notes to p ro f it and loss s ta te m e n ts___________________________________________________________________ ______6
A r t ic l e 4. C o n s o l id a t e d a n d C o m b in e d St a t e m e n t s
4-01 A p p lic a tio n o f a rt ic le 4_________________________________________________________________________________________ _____ 74 -0 2 C onso lida ted sta tem en ts o f th e re g is tra n t and its subs id ia ries --------------------------------------------------------------------------------74 -0 3 G roup s ta tem en ts o f subsid iaries n o t conso lida ted ___________________________________________________________ _____ 74—04 S ta tem en t as to p rin c ip le o f conso lida tion o r co m b in a tio n fo llo w e d -------------------------------------------------------------- ---------74 -05 R e co n c ilia tio n o f in ve s tm e n t o f p a re n t in subsid iaries and 50-percent ow ned persons and e q u ity o f
p a re n t in th e ir n e t assets____________________________________________________________________________________ _____ 74 -0 6 R e co n c ilia tio n o f d iv id e n d s rece ived fro m , a n d earn ings of, unconso lida ted subs id ia ries-------------------------------------74 -07 M in o r i ty in te re s ts______________________________________________________________________________ ________________ _____ 84 -0 8 In te rc o m p a n y item s and tra n sa c tio n s_________________________________________________________________________ _____ 84 -0 9 Special requ irem en ts as to insurance com panies__________________________________________________________ — 84—10 Special requ irem en ts as to reg is tra n ts w h ich are b a n k h o ld in g com pan ies--------------------------------------------------- ---------84—12 Special requ irem en ts as to b a n ks______________________________________________________________________________ _____ 8
A r t ic l e 4. C o n s o l id a t e d a n d C o m b in e d St a t e m e n t s
4 -13 Special requ irem en ts as to p u b lic u t i l i t y h o ld in g com panies______________________________________________________ 84—14 Special requ irem en ts as to com m ercia l, in d u s tr ia l and m in in g com panies in the p ro m o tio n a l, e xp lo ra to ry ,
o r deve lopm en t stage to a rtic le 5 A _______________________________________________________________________________ 8v
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15151617181818
19192123242525262627
28282829
3030323336
373737383939
404041
CONTENTS
Subject
Article 5. Commercial and I ndustrial Companies
Application of article 5_________________- --------------------- -------------------------------------------------------------Balance sheets_________________________________________________________________________________Profit and loss or income statements_____________________________________________________________What schedules are to be filed------- -------- ----------------------- -----------------------------------------------------------
Article 5A. Commercial, I ndustrial, and Mining Companies in the Promotional, Exploratory,or D evelopment Stage
Application of article 5A_------------------------- ---------------------------------------------------------------------------------Statement of assets and unrecovered promotional, exploratory, and development costs-----------------------Statement of liabilities------------------------------ --------------------------------------------------------------------------------Statement of capital shares----------------------------- ----------------------------------------------- ----------------------------Statement of other securities ------------------- -------------------------Statement of cash receipts and disbursements_____________________ ______________________ ________What schedules are to be filed________ _________ _____- ------- --------------- ------------ ----------------------------
Article 6. Management Investment Companies
Application of article 6...................................... -------------------------------------------------Special rules applicable to management investment companies--------------------------------------------------------Balance sheet; statements of assets and liabilities----------------- ----------------------------------------- ---------------Statement of income and expense____________________________________________________ -----------------Statement of realized gain or loss on investments. . .......................... .................................................. ..................Statement of unrealized appreciation or depreciation of investments-------------------- ----------------------------Surplus statements..... ............ ...................... .............. . . ............ .................................................. ........ .......................Statement of changes in net assets.................................. ............................... ............ .......... .....................................Statements of sources of net assets. .................... ........................................ .......... ...................................................What schedules are to be filed___________________________________________________________________
Article 6A. U nit Investment TrustsApplication of article 6A________________________________________________________________________Statements of condition_________________________________________________________________________Statements of income and distributable funds ------------------What schedules are to be filed_________________ ______ ________ ______________ ___________________
Article 6B. Face-Amount Certificate Investment Companies
Application of article 6B________________________ _________ __________ _________________ _________Special rules applicable to a face-amount certificate investment companies__________________________Balance sheets____ _____________ ___________ ___________________________________________________Profit and loss or income statements----- -------------- -------------------- --------- --------------- --------------------------What schedules are to be filed .............................................. ............................................................. .......................
Article 7. I nsurance Companies Other Than Life and Title I nsurance Companies
Application of article 7_____ _____________________________ ____________ __________________________General requirement______ __________ _____________________________ ________ ____________________Balance sheets____________ _____ ________ ______________ ________________________________________Statement of non-admitted assets. ______ ________________________________________________________Profit and loss or income statements.____________________________________________________________What schedules are to be filed............................. ............ - ----------------------- --------------------------------------------
Article 8. Committees Issuing Certificates of D eposit
Application of article 8_____________________________________________ ______ _____________________Statements of assets and liabilities_______ _______________________________________________________Statements of cash receipts and disbursements___________________________________________________
VI
Rule6-015-025-035-04
5A-015A-025A-035A-045A-055A-065A-07
6-01 6- 02 6-03 6-04 6-05 6-06 6-07 6-08 6-09 6-10
6-10A6-116-126-13
6-206-216-226-236-24
7-01 7-02 7-03 7-04 7-057-06
8-01 8-02 8-03
Page
CONTENTS VII
Subject
Rule A r t i c l e 9. B a n k H o ld in g C om pan ies a n d B a n k s Page
9-01 A p p lic a tio n o f a rtic le 9_________________________________________________________________________________________ ____ 429 -0 2 Balance sheets o f b a n k h o ld in g com panies---------------------------------------------------------------------------------------------------------------429 -0 3 P ro f it and loss o r incom e s ta tem en ts o f b a n k h o ld in g com panies--------------------------------------------------------------------------429 -0 4 W h a t schedules are to be file d fo r b a n k h o ld in g com panies-----------------------------------------------------------------------------------429 -0 5 S ta tem en ts o f b a n ks__________________________________________________________________________________________- - 42
A r t ic l e 10. N a t u r a l P erso ns
10-01 F in a n c ia l s ta tem en ts o f n a tu ra l persons---------------------------------- ------------- ------------------- ---------------------------------------- -------43
A r t ic l e 11. C o n t e n t of St a t e m e n t o f Su r p l u s
11-01 A p p lic a tio n o f a rt ic le 11 _______________________________________________ __________________________ ___________ ____ 4411-02 S ta te m en t o f su rp lus____________________________________________________________________________________________ ____ 44
A r t ic l e 12. F o r m a n d C o n t e n t o f Sc h e d u l e s
G e n e r a l
12-01 A p p lic a tio n o f a rt ic le 12________________________________________________________________________________________ ____ 4512-02 M a rk e ta b le securities— o th e r se cu rity in ve s tm e n ts___________________________________________________________ ____ 4512-03 A m o u n ts due fro m d irec to rs , officers, and p r in c ip a l ho lders o f e q u ity securities o th e r th a n a ffilia te s ---------- -------4512-04 In ve s tm e n ts in securities o f a f f i l ia te s .------------------------------------------------------------------------------------------------------------- ------ 4612-05 Indebtedness o f a ff ilia te s ---------------------- ,------------------------------------------------------------------------------------------------------------- ------ 4612-06 P ro p e rty , p la n t, and e q u ip m e n t_______________________________________________________________________________ ____ 4712 -0 6 A U nrecovered cost in cu rre d in th e p ro m o tio n a l, e xp lo ra to ry , and deve lopm en t s ta g e .--------------------------------- ------ 4812-07 Reserves fo r dep rec ia tion , dep le tion , a nd a m o rtiz a tio n o f p ro p e rty , p la n t, and e q u ip m e n t----------------------- ------ 4912-08 In ta n g ib le assets------------------------------------------------------------------------------------------------------------------------------------------------- ------ 4912-09 Reserves fo r dep rec ia tion a nd a m o rtiz a tio n o f in ta n g ib le assets-------------------------------------------------------------------- ------ 5012-10 Bonds, m ortgages, and s im ila r d e b t------ ------------------- ’. --------------------------------------------------------------------------------------------- 5012-11 Indebtedness to a ffilia tes— n o t c u rre n t_________________________________________________ ______________________ ____ 5112-12 G uarantees o f securities o f o th e r issuers___________________________________________________________________________ 5112-13 Reserves__________________ ______________________________________________________________________________________ ____ 5212-14 C a p ita l shares__________________________________________________________________ ________________________________ ____ 5212-15 W a rra n ts o r r ig h ts ______________________________________________________________________________________ _______ ____ 5312-16 S upp lem en ta ry p ro f it a nd loss in fo rm a tio n -------------------------------------------------------- ---------------------------------------------- ------ 5312-17 Incom e fro m d iv idends— e q u ity in n e t p ro f it and loss o f a ffilia te s ----------------------------------------------------------------------- 54
F or M a n a g e m e n t I n v e s t m e n t C o m p a n ie s
12-19 In ve s tm e n ts in securities o f u n a if ilia te d issuers___________________________________________________________________ 5512-21 In ve s tm e n ts— o th e r th a n secu ritie s________________________________________________________________________________ 5612-22 In ve s tm e n ts in a ff i l ia te s .___________________ _______________________________________________________ _______________ 57
F or I n s u r a n c e C o m p a n ie s Ot h e r T h a n L if e a n d T it l e I n s u r a n c e C o m p a n ie s
12-23 R ea l estate ow ned a nd ren ts e a rn e d .---- ------------------------------------------------------------------------------------------------------------ ------ 5812-24 M ortg a g e loans on rea l estate and in te re s t earned on m ortgages------------------------------------------------------------------------- 5912-25 Bonds and in te re s t earned on bonds_______________________________________________________________________________ 6012-26 Stocks— o th e r th a n s tock o f a ffilia tes and incom e fro m d iv idends th e re o n _________________________________ ____ 6112-27 S um m ary o f inves tm en ts in securities— o th e r th a n securities o f a ffilia te s_______________________________________ 6212-28 In ve s tm e n ts in stocks o f a ffilia te s a nd incom e fro m d iv idends the re o n _____________________________________ ____ 6312-29 P rem ium s, losses, and com m issions------------------------------------------------------------------------------------------------------------------- ------ 6312-30 D ue and to become due fo r bo rrow ed m oney___________________ _____________________________________________ ____ 6412-31 P ro f it and loss on sale o r m a tu r ity o f in v e s tm e n ts ___________________________________________________________ ____ 64
F or B a n k H o l d in g C o m p a n ie s
12-32 In ve s tm e n ts in securities o f a ffilia tes— bonds_______________________________---------------------------------------------------------- 65
Subject
F o b A l l U n i t I n v e s t m e n t T r u s t s , a n d F o b T h o s e U n i n c o r p o r a t e d M a n a g e m e n t Rule I n v e s t m e n t C o m p a n i e s W h i c h A b e I s s u e r s o f P e r i o d i c P a y m e n t P l a n C e r t i f i c a t e s
12-33 Investment in securities______________________________________________________________13-34 Trust shares__________ ____ ________________________________________________________
F o r F a c e - A m o u n t C e r t i f i c a t e I n v e s t m e n t C o m p a n i e s
12-35 Investments in securities of unaffiliated issuers__________________________________________12-36 Investments in and advances to affiliates and income thereon_____________________________12-37 Mortgage loans on real estate and interest earned on mortgages___________________________12-38 Real estate owned and rental income__________________________________________________12-39 Supplementary profit and loss information______________________________________________12-40 Certificate reserves_______ __________________________________________________________12-41 Qualified assets on deposit____________________________________________________________
VIII CONTENTS
Page6667
676869707172 72
ARTICLE I. APPLICATION OF REGULATION S-X
Rule 1-01. Application of Regulation S-X.(a) This regulation (together with the Account
ing Series Releases) states the requirements applicable to the form and content of all financial statements required to be filed as part of—
(1) Registration statements under the Securities Act of 1933, filed on form S - 1, S-2, S-3, S-4,S-5, or S-6, except as otherwise specifically provided in such forms;
(2) Applications for registration of securities under the Securities Exchange Act of 1934, filed on form 8-A, 8-B , 10 or 14;
(3) Supplemental or periodic reports under section 13 of the Securities Exchange Act of 1934 filed on form 8-K , 10-K, 14-K, 16-K, or U 5-S;
(4) Supplemental or periodic reports under section 15 (d) of the Securities Exchange Act of 1934, filed on form 8-K , 10-K, 2-M D, 4-M D, or U5-S; and
(5) Registration statements and annual reports filed under the Public Utility Holding Company Act of 1935 by public utility holding companies registered under such Act; and
(6) Registration statements and annual reports under the Investment Company Act of 1940.
(b) The term “financial statements” as used in this regulation shall be deemed to include all supporting schedules.
Rule 1-02. Definitions of Terms Used in Regulation S-X.
Unless the context otherwise requires, terms defined in the General Rules and Regulations or in the instructions to the applicable form, when used in regulation S-X, shall have the respective meanings given in such instructions or rules. In addition the following terms shall have the meanings indicated in this rule unless the context otherwise requires:
A ffilia te.—An “affiliate” of, or a person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
470359 O— 58------- 2
Bank holding company.—The term “bank holding company” means a person which is engaged, either directly or indirectly, primarily in the business of owning securities of banks, for the purpose and with the effect of exercising control.
Control.—The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
Equity security.—The term “equity security” means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.
Fifty-percent owned person.—The term “fifty- percent owned person” means a person in respect of which the registrant owns directly or indirectly approximately 50% of the voting securities and approximately 50% of the voting securities of such person is owned directly or indirectly by another single interest.
M ajority-owned subsidiary.—The term “majority-owned subsidiary” means a subsidiary more than fifty percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary’s parent and/or one or more of the parent’s other majority- owned subsidiaries.
M ateria l.—The term “material,” when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the security registered.
Parent.—A “parent” of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.
A rticle 1 Rule 1-021
2 SECURITIES AND EXCHANGE COMMISSION
Principal holders of equity securities.—Theterm “principal holders of equity securities,” used in respect of a particular registration statement or report, means the persons named in the item of such statement or report calling for holders of record or beneficial owners of more than 10 percent of any class of equity securities. If the particular statement or report contains no such item, the term means the persons named in the most recent related registration statement, application or report of the registrant which contains such an item.
Registrant.—The term “registrant” means the issuer of the securities for which an application, a registration statement, or a report is filed.
Significant subsidiary.—The term “significant subsidiary” means a subsidiary meeting any one of the following conditions:
(а) The assets of the subsidiary, or the investments in and advances to the subsidiary by its parent and the parent’s other subsidiaries, if any, exceed 15 percent of the assets of the parent and its subsidiaries on a consolidated basis.
(b) The sales and operating revenues of the
subsidiary exceed 15 percent of the sales and operating revenues of its parent and the parent’s subsidiaries on a consolidated basis.
(c) The subsidiary is the parent of one or more subsidiaries and together with such subsidiaries would, if considered in the aggregate, constitute a significant subsidiary.
Subsidiary.—A “subsidiary” of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries.
Totally-held subsidiary.—The term “totally- held subsidiary” means a subsidiary (a) substantially all of whose outstanding securities are owned by its parent and/or the parent’s other totally- held subsidiaries, and (b) which is not indebted to any person other than its parent and/or the parent’s other totally-held subsidiaries, in an amount which is material in relation to the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation, whether evidenced by securities or not.
ARTICLE 2. CERTIFICATION
Rule 2-01. Qualifications of Accountants.
(а) The Commission will not recognize any person as a certified public accountant who is not duly registered and in good standing as such under the laws of the place of his residence or principal office. The Commission will not recognize any person as a public accountant who is not in good standing and entitled to practice as such under the laws of the place of his residence or principal office.
(b) The Commission will not recognize any certified public accountant or public accountant as independent who is not in fact independent. For example, an accountant will be considered not independent with respect to any person or any of its parents or subsidiaries in whom he has, or had during the period of report, any direct financial interest or any material indirect financial interest; or with whom he is, or was during such period, connected as a promoter, underwriter, voting trustee, director, officer, or employee.
(c) In determining whether an accountant may in fact be not independent with respect to a Article 2 Rule 2-02
particular person, the Commission will give appropriate consideration to all relevant circumstances, including evidence bearing on all relationships between the accountant and that person or any affiliate thereof, and will not confine itself to the relationships existing in connection with the filing of reports with the Commission.
Rule 2-02. Accountants’ Certificates.(a) Technical requirements.—The accountant’s
certificate shall be dated, shall be signed manually, and shall identify without detailed enumeration the financial statements covered by the certificate.
(b) Representations as to the audit.—The accountant’s certificate (i) shall state whether the audit was made in accordance with generally accepted auditing standards; and (ii) shall designate any auditing procedures generally recognized as normal, or deemed necessary by the accountant under the circumstances of the particular case, which have been omitted, and the reasons for their omission.
Nothing in this rule shall be construed to imply authority for the omission of any procedure which
REGULATION S -X 3
independent accountants would ordinarily employ in the course of an audit made for the purpose of expressing the opinions required by paragraph (c) of this rule.
(c) Opinions to be expressed.—The accountant’s certificate shall state clearly: (i) the opinion of the accountant in respect of the financial statements covered by the certificate and the accounting principles and practices reflected therein; (ii) the opinion of the accountant as to any material changes in accounting principles or practices or method of applying the accounting principles or practices, or adjustments of the accounts, required to be set forth by rule 3-07; and (iii) the nature of, and the opinion of the accountant as to, any material differences between the accounting principles and practices reflected in the financial statements and those reflected in the accounts after the entry of adjustments for the period under review.
(d) Exceptions.—Any matters to which the accountant takes exception shall be clearly identified, the exception thereto specifically and clearly stated, and, to the extent practicable, the effect of each such exception on the related financial statements given.
Rule 2-03. Certification by Foreign Government Auditors.
Notwithstanding any requirements as to certification by independent accountants, the financial statements of any foreign governmental agency
ARTICLE 3. RULES OF Rule 3-01. Form, Order, and Terminology.
(а) Financial statements may be filed in such form and order, and may use such generally accepted terminology, as will best indicate their significance and character in the light of the provisions applicable thereto.
(b) All money amounts required to be shown in financial statements may be expressed in even dollars or thousands of dollars, provided that, in the latter case, an indication to that effect is inserted immediately beneath the caption of the statement or schedule, or at the top of each money column. The individual amounts shown need not be adjusted to the nearest dollar or thousand if in a note it is stated that the failure of the items
may be certified by the regular and customary auditing staff of the respective government, if public financial statements of such governmental agency are customarily certified by such auditing staff.
Rule 2-04 . Certification of Financial Statements of Persons Other Than the Registrant.
If a registrant is required to file financial statements of any other person, such statements need not be certified if certification of such statements would not be required if such person were itself a registrant.
Rule 2-05. Certification of Financial Statements by More Than One Accountant.
If, with respect to the certification of the financial statements of any person, the principal accountant relies on an examination made by another independent public accountant of certain of the accounts of such person or its subsidiaries, the certificate of such other accountant shall be filed (and the provisions of rules 2-01 and 2-02 shall be applicable thereto); however, the certificate of such other accountant need not be filed (a) if no reference is made directly or indirectly to such other accountant’s examination in the principal accountant’s certificate, or (b) if, having referred to such other accountant’s examination, the principal accountant states in his certificate that he assumes responsibility for such other accountant's examination in the same manner as if it had been made by him.
GENERAL APPLICATIONto add to the totals shown is due to the dropping of amounts less than $1.00 or $1,000, as appropriate.
Rule 3-02. Items Not Material.If the amount which would otherwise be re
quired to be shown with respect to any item is not material, it need not be separately set forth in the manner prescribed.
Rule 3-03. Inapplicable Captions and Omission of Unrequired or Inapplicable Financial Statements.
(a) No caption need be shown in any financial, statement as to which the items and conditions are not present.
A rticle 3 Rule 3-03
4 SECURITIES AND EXCHANGE COMMISSION
(b) Financial statements not required or inapplicable because the required matter is not present need not be filed.
(c) Financial statements omitted and the reasons for their omission shall be indicated in the list of financial statements required by the applicable form.
Rule 3-04. Omission of Substantially Identical Notes.
If a note covering substantially the same subject matter is required with respect to two or more financial statements, the required information may be shown in a note to only one of such statements provided that a clear and specific reference thereto is made in each of the other statements with respect to which the note is required.
Rule 3-05. Omission of Names of Certain Subsidiaries.
Notwithstanding the requirements as to particular statements, subsidiaries, the names of which are permitted to be omitted from the list of affiliates required by the applicable form, need not be named in any financial statement. Reasonable grouping of such subsidiaries may be made, with an explanatory group caption which shall state the number of subsidiaries included in the group.
Rule 3-06. Additional Information.The information required with respect to any
statement shall be furnished as a minimum requirement to which shall be added such further material information as is necessary to make the required statements, in the light of the circumstances under which they are made, not misleading. This rule shall be applicable to all statements required to be filed, including copies of statements required to be filed in the first instance with other governmental agencies.
Rule 3-07. Changes in Accounting Principles and Practices and Retroactive Adjustments of Accounts.
(a) Any change in accounting principle or practice, or in the method of applying any accounting principle or practice, made during any period for which financial statements are filed which affects comparability of such financial statements with those of prior or future periods,
and the effect thereof upon the net income for each period for which financial statements are filed, shall be disclosed in a note to the appropriate financial statement.
( b ) Any material retroactive adjustment made during any period for which financial statements are filed, and the effect thereof upon net income of prior periods shall be disclosed in a note to the appropriate financial statement.
Rule 3-08. Summary of Accounting Principles and Practices.
Information required in notes as to accounting principles and practices reflected in the financial statements may be presented in the form of a single statement. In such case specific references shall be made in the appropriate financial statements to the applicable portion of such single statement.
Rule 3-09. Conversion of Item s in Foreign Currencies.
The basis of conversion of all items in foreign currencies shall be stated, and the amount and disposition of the resulting unrealized profit or loss shown.
Rule 3-10. Opening Balances.Instructions which permit the balance of an
account at the beginning of the period for which financial statements are being filed to be “as per the accounts" shall not be applicable with respect to companies which have previously filed financial statements under the Securities Act of 1933 or the Securities Exchange Act of 1934. As to such companies, however, balances as per accounts may be taken as of the close of the most recent period for which certified financial statements are on file.
Rule 3-11. Valuation and Qualifying Reserves.Valuation and qualifying reserves shall be shown
separately in the financial statements as deductions from the specific assets to which they apply.
Rule 3-12. Basis of Determining Amounts— Book Value.
If an instruction requires a statement as to “the basis of determining the amount,” the basis shall be stated specifically. The term “book value” will not be sufficiently explanatory unless, in a particular instruction, it is stated to be acceptable with respect to a particular item.
A rticle 3 Rule 3-12
REGULATION S -X 5
Rule 3-13. Current Assets.Items classed as current assets shall be generally
realizable within one year. However, generally recognized trade practices may be followed with respect to the inclusion of items such as installment receivables or inventories long in process, provided an appropriate explanation of the circumstances is made and, if practicable, an estimate is given of the amount not realizable within one year.
Rule 3-14 . Current Liabilities.Items due and payable within one year shall
in general be classed as current liabilities. However, generally recognized trade practices may be followed with respect to the exclusion of items such as customers' deposits and deferred income, provided an appropriate explanation of the circumstances is made.
Rule 3-15. Reacquired Evidences of Indebtedness.Reacquired evidences of indebtedness shall be
shown separately as a deduction, under the appropriate liability caption. However, reacquired evidences of indebtedness held for pension and other special funds not related to the particular issues may be shown as assets of such funds, provided that there be stated parenthetically the amount of such evidences of indebtedness, the cost thereof, and the amount at which carried.
Rule 3-16. Reacquired Shares.Reacquired shares shall be shown separately
as a deduction from capital shares, or from the total of capital shares and surplus, or from surplus, at either par or stated value, or cost, as circumstances require.Rule 3-17. Discount on Capital Shares.
Discount on capital shares, or any unamortized balance thereof, shall be shown separately as a deduction from capital shares or from surplus, as circumstances require.Rule 3-18 . Commitments.
(a) If material in amount the pertinent facts relative to firm commitments for the acquisition of permanent investments and fixed assets and for the purchase, repurchase, construction, or rental of assets under long-term leases shall be stated briefly in the balance sheet or in footnotes referred to therein.
(b) Where the rentals or obligations under long-term leases are material there shall be shown the amounts of annual rentals under such leases with some indication of the periods for which they are payable, together with any important obligation assumed or guarantee made in connection therewith. If the rentals are conditional, state the minimum annual amounts.
Rule 3-19. General Notes to Balance Sheets.If present in regard to the person for which the
statement is filed the following shall be set forth in the balance sheet or in notes thereto:
(a) Assets subject to lien.—The amounts of assets mortgaged, pledged, or otherwise subject to lien shall be designated and the obligations secured shall be briefly identified. However, in the case of commercial, industrial, and public utility companies this rule need not be followed with respect to assets (other than current assets and securities) given as security for bonds, mortgages, and similar debt.
(b) Intercompany profits and losses.—The effect upon any balance sheet item of profits or losses resulting from transactions with affiliated companies shall be stated. If impracticable of accurate determination, without unreasonable effort or expense, give an estimate or explain.
(c) Defaults.—The facts and amounts concerning any default in principal, interest, sinking fund, or redemption provisions with respect to any issue of securities or credit agreements, or any breach of covenant of a related indenture or agreement, shall be stated. Notation of such default or breach of covenant shall be made in the balance sheet.
(d) Preferred shares.—(1) If callable, the date or dates and the amount
per share at which such shares are callable shall be stated.
(2) Arrears in cumulative dividends per share and in total for each class of shares shall be stated.
(3) Preferences on involuntary liquidation, if other than the par or stated value, shall be shown. When the excess involved is material there shall be shown (i) the difference between the aggregate preference on involuntary liquidation and the aggregate par or stated value; (ii) a statement that this difference, plus any arrears in dividends, exceeds the sum of the par or stated value of the
A rticle 3 Rule 3-19
6 SECURITIES AND EXCHANGE COMMISSION
junior capital shares and the surplus, if such is the case; and (iii) a statement as to the existence, or absence, of any restrictions upon surplus growing out of the fact that upon involuntary liquidation the preference of the preferred shares exceeds its par or stated value.
(e) Pension and retirement plans.—(1) A brief description of the essential pro
visions of any employee pension or retirement plan shall be given.
(2) The estimated annual cost of the plan shall be stated.
(3) If a plan has not been funded or otherwise provided for, the estimated amount that would be necessary to fund or otherwise provide for the past service cost of the plan shall be disclosed.
(f) Restrictions which lim it the availab ility of surplus fo r dividend purposes.—Describe any such restriction, other than as reported in (d) above, indicating briefly its source, its pertinent provisions, and, where appropriate and determinable, the amount of the surplus so restricted.
(g) Contingent liab ilitie s .—A brief statement as to contingent liabilities not reflected in the balance sheet shall be made. In the case of guarantees of securities of other issuers a reference to the appropriate schedule shall be included.
Rule 3-20. General Notes to Profit and Loss Statements.
If present in regard to the person for which the statement is filed, the following shall be set forth in the profit and loss statement or in notes thereto:
(а) Instalm ent or deferred sales.—If sales are made on a deferred basis, such as instalment sales or sales of equipment long in process of manufacture, the basis of taking profits into income shall be stated.
(b) Intercompany profits and losses.—The amount of any profits or losses resulting from transactions between affiliated companies shall be stated. If impracticable of determination without unreasonable effort and expense, give an estimate or explain.
(c) Depreciation, depletion, obsolescence, and amortization.—State for the period for which Article 3 Rule 3-20
profit and loss statements are filed, the policy followed with respect to—
(1) The provision for depreciation, depletion, and obsolescence of physical properties or reserves created in lieu thereof, including the methods and, if practicable, the rates used in computing the annual amounts;
(2) The provision for depreciation and amortization of intangibles, or reserves created in lieu thereof, including the methods and, if practicable, the rates used in computing the annual amounts;
(3) The accounting treatment for maintenance, repairs, renewals, and betterments; and
(4) The adjustment of the accumulated reserves for depreciation, depletion, obsolescence, amortization or reserves in lieu thereof, at the time the properties are retired or otherwise disposed of, including the disposition made of any profit or loss on sale of such properties.
(d) Capital Stock Optioned to Officers and Employees.—
(1) A brief description of the terms of each option arrangement shall be given, including (i) the title and amount of securities subject to option; (ii) the year or years during which the options were granted; and (iii) the year or years during which the optionees became, or will become, entitled to exercise the options.
(2) State (a) the number of shares under option at the balance sheet date, and the option price and the fair value thereof, per share and in total, at the dates the options were granted; (b) the number of shares with respect to which options became exercisable during the period, and the option price and the fair value thereof, per share and in total, at the dates the options became exercisable; and (c) the number of shares with respect to which options were exercised during the period, and the option price and the fair value thereof, per share and in total, at the dates the options were exercised. The required information may be summarized as appropriate with respect to each of these categories.
(3) State the basis of accounting for such option arrangements and the amount of charges, if any, reflected in income with respect thereto.
REGULATION S -X 7
ARTICLE 4. CONSOLIDATED AND COMBINED STATEMENTS
Rule 4-01. Application of Article 4.This article shall govern the preparation of
consolidated and combined statements.
Rale 4-02. Consolidated Statements of the Registrant and Its Subsidiaries.
The registrant shall follow in the consolidated statements principles of inclusion or exclusion which will clearly exhibit the financial condition and results of operations of the registrant and its subsidiaries: Provided, however, That—
(а) The registrant shall not consolidate any subsidiary which is not a majority-owned subsidiary;
(b) If the statements of a subsidiary are as of a date or for periods different from those of the registrant, such subsidiary may be consolidated only if all the following conditions exist: (1) Such difference is not more than 93 days; (2) the closing date of the subsidiary is expressly indicated; (3) the necessity for the use of different closing dates is briefly explained; and (4) any changes in the respective fiscal periods of the registrant and the subsidiary made during the period of report are clearly indicated, together with the manner of treatment;
(c) Consolidation o f foreign subsidiaries.—Due consideration shall be given to the propriety of consolidating with domestic corporations foreign subsidiaries whose operations are effected in terms of restricted foreign currencies. If consolidated, disclosure should be made as to the effect, insofar as this can be reasonably determined, of foreign exchange restrictions upon the consolidated financial position and operating results of the registrant and its subsidiaries.
Rule 4-03. Group Statements of Subsidiaries Not Consolidated.
For majority-owned subsidiaries not consolidated with the registrant there may be filed statements in which such subsidiaries are consolidated or combined in one or more groups pursuant to principles of inclusion or exclusion which will clearly exhibit the financial condition and results of operations of, the group or groups. If it is essential to a properly summarized presentation of the facts, such consolidated or combined statement shall be filed.
Rule 4-04. Statement as to Principle of Consolidation or Combination Followed.
(a) The principle adopted in determining the inclusion and exclusion of subsidiaries in each c onsolidated balance sheet and in each group balance sheet of unconsolidated subsidiaries shall be stated in a note to the respective balance sheet.
(b) As to each consolidated statement and as to each group statement of unconsolidated subsidiaries, a statement shall be made as to whether there have been included or excluded any persons not similarly treated in the corresponding statement for the preceding fiscal period filed with the Commission. If the answer to the foregoing is in the affirmative, the names of such persons shall be given.
Rule 4-05. Reconciliation of Investment of Parent in Subsidiaries and Fifty-Percent Owned Persons and Equity of Parent in Their Net Assets.
(a) Consolidated subsidiaries.—There shall be set forth in a note to each consolidated balance sheet filed a statement of any difference between the investment in subsidiaries consolidated, as shown by the parent’s books, and the parent’s equity in the net assets of such subsidiaries, as shown by the books of the latter. If any such difference exists, there shall be set forth the amount of the difference and the disposition made thereof in preparing the consolidated statements, naming the balance sheet captions and stating the amount included in each.
(b) Subsidiaries not consolidated.—A statement shall be made of the amount of any difference between the investment of the parent and its consolidated subsidiaries, as shown by their books, in the unconsolidated subsidiaries and fifty-percent owned persons for which statements are filed and the equity of such persons in the net assets of such unconsolidated subsidiaries, and fifty-percent owned persons, as shown by the books of the latter.
Rule 4-06. Reconciliation of Dividends Received From, and Earnings of, Unconsolidated Subsidiaries.
The proportion of the sum of, or difference between, current earnings or losses and the dividends declared or paid by the unconsolidated
Article 4 Rule 4 -0 6
8 SECURITIES AND EXCHANGE COMMISSION
subsidiaries required to be included in the schedule prescribed by rule 12-17 that is applicable to the parent and its consolidated subsidiaries shall be set forth in a note to each consolidated profit and loss statement.Rule 4-07. Minority Interests.
(а) Minority interests in the net assets of subsidiaries consolidated shall be shown in each consolidated balance sheet. Separation shall be made between the minority interest in the capital and in the surplus.
(b) The aggregate amount of profit and loss accruing to minority interests shall be stated separately in each consolidated profit and loss statement.Rule 4-08. Intercompany Items and Transac
tions.In general, intercompany items and transactions
shall be eliminated. If not eliminated, a statement of the reasons and the methods of treatment shall be made.Rule 4-09 . Special Requirements as to Insurance
Companies.(a) Except as provided in paragraph (b) of this
rule, the statements of an insurance company shall not be consolidated or combined with the statements of any person.
(b) The statements of an insurance company other than a life insurance company may be consolidated if all of the following conditions exist:
(1) The insurance company is a totally-held subsidiary of the top parent included in the consolidation;
(2) Such top parent is not an insurance company, investment company, or bank holding company;
(3) The insurance company engages in no business of a material amount other than the insuring of risks arising in the ordinary course of business of such top parent and its other subsidiaries; and
(4) Separate financial statements for the insurance company are filed.Rule 4-10. Special Requirements as to Registrants
Which Are Bank Holding Companies.If the registrant is a bank holding company—
A rt ic le 4 Rules 4-14
(а) Statements of the registrant may be consolidated only with the statements of subsidiaries which are bank holding companies.
(b) A consolidated statement of the registrant and any of its bank holding company subsidiaries shall not be filed unless accompanied by a consolidating statement which sets forth the individual statements of each subsidiary included in the consolidated statement.
(c) Consolidated or combined statements filed for subsidiaries not consolidated with the registrant shall not include any bank holding companies unless accompanied by consolidating or combining statements which set forth the individual statements of each included bank holding company subsidiary.
Rule 4-12. Special Requirements as to Banks.If two or more majority-owned subsidiaries of a
person are banks and are directly owned by a single parent, there shall be filed, in lieu of individual statements for such subsidiaries, combined statements showing the minority interest separately and eliminating any material inter-bank items; except that the statements of any such subsidiary which on the date of filing is a closed or liquidating bank shall not be included in any combined statement. Except as provided in the preceding sentence, statements of banks shall not be included in any consolidated or combined statements.
Rule 4-13 . Special Requirements as to Public Utility Holding Companies.
There shall be shown in the consolidated balance sheer of a public utility holding company the difference between the amount at which the parent's investment is carried and the underlying book equity of subsidiaries as at the respective dates of acquisition.
Rule 4-14. Special Requirements as to Commercial, Industrial and Mining Companies in the Promotional, Exploratory, or Development Stage Subject to Article 5A.
The financial statements required by article 5A shall not be prepared on a consolidated basis but shall, insofar as practicable, be prepared so as to show the information for the registrant and each of its subsidiaries in parallel columns.
REGULATION S -X 9
ARTICLE 5. COMMERCIAL AND INDUSTRIAL COMPANIES
Rule 5-01. Application of Article 5.(a) This article shall be applicable to financial
statements filed for all persons except—(1) Commercial, industrial, and mining com
panies in the promotional, exploratory or development stage (see article 5A).
(2) Management investment companies (see article 6).
(3) Unit investment trusts (see article 6A).(4) Face-amount certificate investment com
panies (see article 6B).(5) Insurance companies other than life and
title insurance companies (see article 7).(6) Committees issuing certificates of deposit
(see article 8).(7) Banks (see article 9, rule 9-05).(8) Brokers and dealers (see rule and form
X-17A-5).(b) Bank holding companies.—Financial state
ments and schedules filed for bank holding companies shall be prepared in accordance with this article except that rules 9-01 to 9-04, inclusive, of article 9 shall be applicable thereto.Rule 5-02. Balance Sheets.
Except as otherwise permitted by the Commission, the balance sheets filed for persons to whom this article is applicable shall comply with the following provisions:
ASSETS AND OTHER D EBITS
C u r r e n t A s s e ts (see ru le 3 -1 3 )
1. Cash and cash items.—State separately (a) cash on hand, demand deposits and time deposits;(b) call loans; and (c) funds subject to withdrawal restrictions.
2. M arketable securities.—Include only secuities having a ready market. Securities of affiliates shall not be included here. State the basis of determining the amount at which carried. The aggregate cost, and aggregate amount on the basis of current market quotations, shall be stated parenthetically or otherwise.
3. Notes receivable (trade).4. Accounts receivable (trade).5. Reserves for doubtful notes and accounts
receivable (trade).—Notes and accounts receivable known to be uncollectible shall be excluded from the assets as well as from the reserve accounts.
6. Inventories.— (a) State separately here, or in a footnote referred to herein, if practicable, the major classes of inventory such as (1) finished goods; (2) work in process; (3) raw materials; and(4) supplies.
(b) The basis of determining the amounts shall be stated. If a basis such as “cost,” “market,” or “cost or market whichever is lower” is given, there shall also be given, to the extent practicable, a general indication of the method of determining the “cost” or “market” : e. g., “average cost,” “first-in, first-out,” or “last-in, first-out.”
7. Other current assets.— (a) State separately (1) total of current amounts, other than trade accounts subject to the usual trade terms, due from directors, officers, and principal holders of equity securities other than affiliates; (2) total of current amounts due from parents and subsidiaries; and (3) any other amounts in excess of ten percent of total current assets, indicating any such amount due from affiliates other than parents and subsidiaries.
(b ) Indebtedness of a parent or subsidiary, or any affiliate designated under (a) (3) shall not be considered as current unless the net current asset position of such person justifies such treatment. In the registrant’s balance sheet show separately that indebtedness which in the related consolidated balance sheet is (1) eliminated and (2) not eliminated.
8. Total current assets.
I n v e s t m e n t s
9. Securities of affiliates.—State the basis of determining the amount. State separately the amounts which in the related consolidated balance sheet are (a) eliminated and (b) not eliminated.
10. Indebtedness o f affiliates—not current.— State separately the indebtedness which in the related consolidated balance sheet is (a) eliminated and (b) not eliminated.
11. Other security investments.—State the basis of determining the amount. If available, state parenthetically or otherwise, the aggregate amount on the basis of market quotations.
12. Other investments.— State separately, by class of investments, any items in excess of ten percent of the amount of all assets other than fixed and intangible.
A rticle 5 Rule 5-02470359 O— 58-------3
10 SECURITIES AND EXCHANGE COMMISSION
F ix e d A s s e t s
13. Property, plant, and equipment.—(а) State separately here, or in a footnote
referred to herein, if practicable, each major class, such as land, buildings, machinery and equipment, leaseholds or functional grouping, and the basis of determining the amounts.
(b) Tangible and intangible utility plant of a public utility company shall be segregated so as to show separately the original cost, plant acquisition adjustments, and plant adjustments, as required by the system of accounts prescribed by the applicable regulatory authorities. This rule shall not be applicable in respect of companies which are not otherwise required to make such a classification or have not completed the necessary original cost studies. If such classification is not otherwise required or if such original cost studies have not been completed, an appropriate explanation of the circumstances shall be set forth in a note which shall include a specific statement as to the status of the original cost studies and, to the extent practicable, the results indicated thereby.
14. Reserves for depreciation, depletion, and amortization of property, plant and equipment (or reserves in lieu thereof).
I n t a n g ib l e A s s e t s
15. Patents, trade marks, franchises, goodwill, and other intangible assets.—State the basis of determining the amounts.
16. Reserves for depreciation and amortization of intangible assets.
D e f e r r e d C h a r g e s
17. Prepaid expenses and other deferred items.State separately any material items. Prepay
ments of services to be received within one year may, however, be included under caption 7.
18. Organization expense.—State the method of amortization, if any.
19. Debt discount and expense.—State the method of amortization.
20. Commissions and expense on capital shares.State the method of amortization, if any.
These items may be shown as deductions from surplus.Article 5 Rule 5 -0 2
Ot h e r A s s e t s
21. Other assets.—State separately (a) total of amounts due from directors, officers, and principal holders of equity securities other than affiliates; (b) each pension or other special fund; and (c) any other item in excess of ten percent of the amount of all assets other than fixed and intangible.LIA BILITIES, CAPITAL SHARES, AND SURPLUS
C u r r e n t L i a b i l i t i e s (see ru le 3-14)
22. Notes payable.—State separately amounts payable (a) to banks; (b) to trade; and (c) to others.
23. Accounts payable (trade).24. Accrued lia b ilitie s .—State separately (a)
accrued payrolls; (b) tax liability; (c) interest; and (d) any other material items.
25. Other current liabilities.—State separately(а) dividends declared; (b) bonds, mortgages, and similar debt; (c) total of current amounts due to parents and subsidiaries, showing separately in the registrant’s balance sheet the amounts which in the related consolidated balance sheet are (1) eliminated and (2) not eliminated; (d) total of current amounts, other than items arising in the ordinary course of business, due directors, officers, and principal holders of equity securities other than affiliates; and (e) any other item in excess of ten percent of total current liabilities, indicating any such liability due to affiliates other than parents and subsidiaries. Remaining items may be shown in one amount.
26. Total current liabilities.D e f e r r e d I n co m e
27. Deferred income.
L ong- T e r m D e b t
28. Bonds, mortgages, and sim ilar de b t—State separately here, or in a note referred to herein, each issue or type of obligation and such information as will indicate (a) the general character of each type of debt including the rate of interest;(b) the date of maturity, or if maturing serially, a brief indication of the serial maturities, such as “maturing serially from 1950 to 1960” ; (c) the aggregate amount of maturities, and sinking fund requirements, each year for the 5 years following
REGULATION S -X 11
the date of the balance sheet; (d) if the payment of principal or interest is contingent, an appropriate indication of such contingency; (e) a brief indication of priority; and (f ) if convertible, the basis.
29. Indebtedness to affiliates— Not current—State separately indebtedness which in the related consolidated balance sheet is (a) eliminated and(b) not eliminated.
30. Other long-term debt.—Include under this caption all amounts of long-term debt not provided for under captions 28 and 29 above. State separately (a) total amounts due banks, (b) total amounts due directors, officers, and principal holders of equity securities other than affiliates, and (c) other long-term debt, specifying any material item. Indicate whether secured. Show here, or in a note referred to herein, the information required under caption 28.
O t h e r L i a b i l i t i e s
31. Other lia b ilitie s .—State separately any amount in excess of ten percent of the total of liabilities other than long-term debt.
32. Commitments and contingent liabilities.—(See rules 3-18 and 3-19 (g).)
R e s e r v e s , N o t S h o w n E l s e w h e r e
33. Reserves, not shown elsewhere.—State separately each major class and indicate clearly its purpose.
C a p it a l S har e s and S u r p l u s (see ru le 3 -0 1 (a ))
34. Capital shares.—State for each class of shares the title of issue, the number of shares authorized, the number of shares outstanding and the capital share liability thereof, and, if convertible, the basis of conversion. Show also the dollar amount, if any, of capital shares subscribed but unissued, and of subscriptions receivable thereon.
35. Surplus.— (a) Separate captions shall be shown for (1) paid-in surplus; (2) surplus arising from revaluation of assets; (3) other capital surplus; and (4) earned surplus (i) appropriated and(ii) unappropriated.
(b) If undistributed earnings of subsidiaries are included, state the amount thereof parenthetically or otherwise. However, in a consolidated statement the preceding sentence shall have reference
only to the undistributed earnings of subsidiaries not consolidated in such statement.
(c) Subsequent to the effective date of a quasireorganization any description of earned surplus shall indicate the point of time from which the new earned surplus dates and for a period of at least three years shall indicate the total amount of the deficit eliminated.
(d ) An analysis of each surplus account setting forth the information prescribed in rule 11-02 shall be given for each period for which a profit and loss statement is filed, as a continuation of the related profit and loss statement or in the form of a separate statement of surplus, and shall be referred to here.
Rule 5-03. Profit and Loss or Income Statements.Except as otherwise permitted by the Commis
sion, the profit and loss or income statements filed for persons to whom this article is applicable shall comply with the provisions of this rule.
(a) All items of profit and loss given recognition in the accounts during the period covered by the profit and loss or income statements shall be included.
(b) Only items entering into the determination of net income or loss may be included.
(c) If income is derived from both gross sales (caption 1A below) and operating revenues (caption 1B below), the two classes may be combined in one amount if the lesser amount is not more than 10 percent of the sum of the two items. If these items are combined, the cost of goods sold (caption 2A below) and operating expenses (caption 2B below) may be combined in one amount.
1A. Gross sales less discounts, returns, and allowances.—State separately, if practicable, (a) sales to parents and subsidiaries, and (b) sales to others.
2A. Cost of goods sold.—(a) State the amount of cost of goods sold as
regularly computed under the system of accounting followed. Indicate the amount of opening and closing inventories used in the computation, and state the basis of determining such amounts.
(b) Merchandising organizations, both wholesale and retail, may include occupancy and buying costs under this caption. However, publicity costs
A rticle 5 Rule 5-03
12 SECURITIES AND EXCHANGE COMMISSION
shall be included under caption 4 below or shown separately.
1B. Operating revenues.—State separately, if practicable, revenues from (a) parents and subsidiaries, and (b) others. A public utility company using a uniform system of accounts or a form for annual report prescribed by Federal or State authorities, or a similar system or report, shall follow the general segregation of revenues prescribed by such system or report.
2B. Operating expenses.—State separately, if practicable, purchases from and services rendered by (a) parents and subsidiaries, and (b) others A public utility company using a uniform system of accounts or a form for annual report prescribed by Federal or State authorities, or a similar system or report, may follow the general segregation of operating expenses prescribed by such system or report.
3 Other operating expenses.—State separately any material amounts not included in caption 2A or 2B above,
4 Selling, general, and administrative expenses.5. Provision for doubtful accounts.6. Other general expenses.—Include items not
normally included in caption 4 above. State separately any material amount.
O t h e r I n co m e
7. Dividends.—State separately, if practicable, the amount of dividends from (a) securities of affiliates, (b) marketable securities, and (c) other security investments.
8. Interest on securities.—State separately, if practicable, the amount of interest from (a) securities of affiliates, (b) marketable securities, and (c) other security investments.
9. Profits on securities.—Profits shall be stated net of losses. No profits on the person’s own securities, or those of its affiliates, shall be included under this caption. State here or in a note herein referred to the method followed in determining the cost of securities sold, e. g., “average cost,” “first-in, first-out,” or “identified certificate.”
10. Miscellaneous other income.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.
I n co m e D e d u c t io n s
11. Interest and debt discount and expense.—State separately (a) interest on bonds, mortgages or similar debt; (b) amortization of debt discount and expense or premiums; and (c) other interest.
12. Losses on securities.—Losses shall be stated net of profits. No losses on the person’s own securities, or those of its affiliates, shall be included under this caption. State here or in a note herein referred to the method followed in determining cost of securities sold, e. g., “average cost,” “first-in, first-out”, or “identified certificate.”
13. Miscellaneous income deductions.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.
14. Net income or loss before provision for taxes on income.
15. Provision fo r income and excess-profits taxes.—State separately (a) Federal normal income tax and surtax; (b) Federal excess profits tax; and (c) other income taxes.
16. Net income or loss.17. Special items.—State separately and de
scribe each item of profit and loss given recognition in the accounts, included herein pursuant to rule 5-03 (a), and not included in the determination of net income or loss (caption 16).
18. Net income or loss and special items.—See rule 5-02 (caption 35 (d)).
Rule 5-04. W hat Schedules Are To Be Filed.(a) Except as expressly provided otherwise
in the applicable form—(1) The schedules specified below in this rule
as schedules I, IX , X I, X III , X IV , and XV shall be filed as of the date of the most recent balance sheet filed for each person or group, provided that any such schedule (other than schedule I) may be omitted if all the following conditions exist:
(i) The financial statements are being filed as part of an annual or other periodic report;
(ii) The information that would be shown in the respective columns of such schedule would reflect no changes as to any issue of securities of the registrant or any significant subsidiary in excess of 5 percent of the outstanding securities of such issue as shown in the most recently filed annual report containing such schedule; and
A rticle 5 Rule 5-04
REGULATION S -X 13
(iii) Any information required by columns G and H of schedule X I I I—Capital shares, is shown in the related balance sheet or in a footnote thereto.
Such schedules shall be certified if the related balance sheet is certified.
(2) All other schedules specified below in this rule shall be filed for each period for which a profit and loss statement is filed. Such schedules shall be certified if the related profit and loss statement is certified.
(b) The information required in schedules for the registrant and for the registrant and its subsidiaries consolidated may be presented in the form of a single schedule, provided that items pertaining to the registrant are separately shown and that such single schedule affords a properly summarized presentation of the facts.
(c) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the profit and loss statement.
(d) If the information required by any schedule (including the footnotes thereto) may be shown in the related balance sheet without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.
Schedule I. Marketable securities—Other security investments.—The schedule prescribed by rule 12-02 shall be filed —
(1) In support of caption 2 of a balance sheet, if the greater of the aggregate amount of marketable securities on the basis of current market quotations or the amount at which carried in such balance sheet constitutes fifteen percent or more of total assets.
(2) In support of caption 11 of a balance sheet if the amount at which other security investments is carried in such balance sheet constitutes fifteen percent or more of total assets.
(3) In support of captions 2 and 11 of a balance sheet if the amount at which other security investments is carried in such balance sheet plus the greater of the aggregate amount of marketable securities on the basis of current market quotations or the amount at which carried on such balance sheet constitutes twenty percent or more of total assets.
Schedule II. Amounts due from directors, officers, and principal holders of equity securities other than affiliates.—The schedule prescribed by
rule 12-03 shall be filed with respect to each person among the directors, officers and principal holders of equity securities other than affiliates, from whom an aggregate indebtedness of more than $20,000 or 1 percent of total assets, whichever is less, is owed, or at any time during the period for which related profit and loss statements are filed, was owed. For the purposes of this schedule, exclude in the determination of the amount of indebtedness all amounts due from such persons for purchases subject to usual trade terms, for ordinary travel and expense advances and for other such items arising in the ordinary course of business.
Schedule I I I . Investments in securities o f affiliates.—The schedule prescribed by rule 12-04 shall be filed in support of caption 9 of each balance sheet, provided that this schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period or (2) there have been no changes in the information required to be filed from that last previously reported.
Schedule IV . Indebtedness o f affiliates— Not current.—The schedule prescribed by rule 12-05 shall be filed in support of caption 10 of each balance sheet. This schedule and schedule X may be combined if desired. This schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period, or (2) there have been no changes in the information required to be filed from that last previously reported.
Schedule V. Property, plant, and equipment.—The schedule prescribed by rule 12-06 shall be filed in support of caption 13 of each balance sheet, provided that this schedule may be omitted if the total shown by caption 13 does not exceed5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at both the beginning and end of the period and if
A rticle 5 Rule 5-04
14 SECURITIES AND EXCHANGE COMMISSION
neither the additions nor deductions during the period exceeded 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet.
Schedule V I. Reserves fo r depreciation, depletion, and am ortization o f property, plant, and equipment.—The schedule prescribed by rule 12-07 shall be filed in support of caption 14 of each balance sheet. This schedule may be omitted if schedule V is omitted.
Schedule V II. Intangible assets.—The schedule prescribed by rule 12-08 shall be filed in support of caption 15 of each balance sheet.
Schedule V III. Reserves fo r depreciation and am ortization o f intangible assets.—The schedule prescribed by rule 12-09 shall be filed in support of caption 16 of each balance sheet.
Schedule IX . Bonds, mortgages, and sim ilar debt.—The schedule prescribed by rule 12-10 shall be filed in support of caption 28 of each balance sheet.
Schedule X. Indebtedness to affiliates— Not current.—The schedule prescribed by rule 12-11 shall be filed in support of caption 29 of each balance sheet. This schedule and schedule IV may be combined if desired. This schedule may be omitted if (1) neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period, or (2) there have been no changes in the information required to be filed from that last previously reported.
Schedule X I. Guarantees o f securities o f other issuers.—The schedule prescribed by rule 12-12 shall be filed with respect to any guarantees of securities of other issuers by the person for which the statement is filed.
Schedule X II. Reserves.—The schedule prescribed by rule 12-13 shall be filed in support of A rtic le 5 Rule 5-04
reserves included in the balance sheet but not included in schedules VI and V III.
Schedule X III. Capital shares.—The schedule prescribed by rule 12-14 shall be filed in support of caption 34 of each balance sheet.
Schedule XIV. W arrants or rights.— The schedule prescribed by rule 12-15 shall be filed with respect to warrants or rights granted by the person for which the statement is filed to subscribe for or purchase securities to be issued by such person.
Schedule XV. O ther securities.—If there are any classes of securities not included in schedule IX , X I, X III , or X IV , set forth in this schedule information concerning such securities corresponding to that required for the securities included in such schedules. Information need not be set forth, however, as to notes, drafts, bills of exchange, or bankers’ acceptances, having a maturity at the time of issuance of not exceeding one year.
Schedule XVI. Supplementary profit and loss inform ation.—The schedule prescribed by rule 12-16 shall be filed in support of each profit and loss statement in which sales or operating revenues were of significant amount. This schedule may also be omitted if the information required by columns B and C and footnotes 4 and 5 thereof is furnished in the profit and loss or income statement or in a footnote thereto.
Schedule X V II. Income from dividends— Equity in net p ro fit and loss o f affiliates.—The schedule prescribed by rule 12-17 shall be filed for each period for which a profit and loss statement is filed. This schedule may be omitted if neither the sum of captions 9 and 10 in the related balance sheet nor the amount of caption 29 in such balance sheet exceeds 5 percent of total assets (exclusive of intangible assets) as shown by the related balance sheet at either the beginning or end of the period.
REGULATION S -X 15
ARTICLE 5A. COMMERCIAL, INDUSTRIAL, AND MINING COMPANIES IN THE PROMOTIONAL, EXPLORATORY, OR DEVELOPMENT STAGE
Rule 5A -01. Application of Article 5A.This article shall be applicable to the financial
statements filed as a part of:(а) Registration statements on form S-2, or
form S-3, except as otherwise specifically provided in such forms, under the Securities Act of 1933;
(b) Applications for registration and annual reports pursuant to sections 12, 13, and 15 (d) respectively of the Securities Exchange Act of 1934 filed by commercial and industrial companies in the promotional or development stage which, if registering under the Securities Act of 1933, would be required to use form S-2.
(c) Applications for registration and annual reports pursuant to sections 12, 13, and 15 (d) respectively of the Securities Exchange Act of 1934 filed by mining companies not in the production stage 1 but engaged primarily in the exploration for or the development of mineral deposits other thanoil, gas or coal, if all of the following conditions are met:
(1) The registrant has not been in production during the period of the report or the two years immediately prior thereto; except that being in production for an aggregate period of no more than eight months over the three-year period shall not affect the use of the form.
(2) Receipts from the sale of mineral products or from the operation of mineral producing properties by the registrant and its subsidiaries combined have not exceeded $500,000 in any of the most recent six fiscal years and have not aggregated more than $1,500,000 in the most recent six fiscal years.Rule 5A -02. Statement of Assets and Unrecov
ered Promotional, Exploratory, and Development Costs.
The statement of assets and unrecovered promotional, exploratory, and development costs filed for persons to whom this article is applicable shall comply with the following provisions:
1 For the purpose of financial statements prepared pursuant to the instructions contained in this article a mine will be considered to have passed from a development to a production stage when the major portion of the mineral production is obtained from workings other than those opened for the purpose of exploration or development or when the principal activity of the mine becomes the production of developed ore rather than the development of additional ores for mining.
C u r r e n t A s s e t s
1. Cash and cash items.2. M arketable securities.—Include only securi
ties having a ready market. Securities of affiliates shall not be included here. State here the basis of determining the amount at which carried. The aggregate cost and aggregate amount on the basis of current market quotations shall be stated parenthetically or otherwise.
3. Accounts and notes receivable.4. Reserve for doubtful accounts and notes
receivable.5. Inventories.—State separately each major
class of inventory and the basis of determining the amounts shown. Any classification that is reasonably informative may be used.
6. Amounts due from underwriters, promoters, directors, officers, employees, and principal holders o f equity securities other than affiliates.— State separately the total amount, if significant, due from each class of persons named in the caption to this paragraph. Exclude from the amounts set forth hereunder trade accounts subject to the usual trade terms.
7. Other current assets.— (a) State separately(1) total of current amounts due from parents and subsidiaries; and (2) any other amounts in excess of five percent of total current assets, indicating when any such amount is due from affiliates other than parents and subsidiaries; (b) indebtedness of a parent or subsidiary, or an affiliate designated under (a) (2) shall not be considered current unless the net current asset position of such person justifies such treatment.
8. Total current assets.
Ot h e r A s s e t s and U n r e c o v e r e d P r o m o tio n a l , E x p l o r a t o r y , and D e v e l o p m e n t C o s t s
9. Securities of affiliates.10. Indebtedness of affiliates— Not current.11. Other security investments.—In a note
herein referred to state the basis of determining the amount. If available, state parenthetically or otherwise the aggregate amount on the basis of market quotations.
12. Amounts due (not current) from underwriters, promoters, directors, officers, employees,
A rticle 5A Rule 5A-02
16 SECURITIES AND EXCHANGE COMMISSION
and principal holders of equity securities other than affiliates.—The instruction to caption 6 shall apply here.
13. Property, plant, and equipment.1— (a) Identify separately intangible property and property held under lease, option, and lease and option agreements. Identify items acquired from persons having a material relationship to the registrant. Extend only the total number of units of each class of securities, the amount of cash, and/or an indication of anything else, given by the registrant therefor. Except as stated in footnote 1, dollar amounts shall be extended only for cash transactions.
(b) In a note state as to property held under lease, option, or lease and option agreements or purchase contracts (1) the nature and amount of future payments to be made, (2) whether the property on default will revert to the seller, and(3) whether any assets constructed on or attached to the property will become the property of the seller on default.
13A. M ine property.—Set forth hereunder property usually extinguished by depletion such as mines, mining claims, water rights, land for waste dumps, and similar property. The instructions set forth under caption 13, including footnote 1 if applicable, shall also apply to this caption.
14. Unrecovered promotional, exploratory, and development cost.—Set forth under this caption unrecovered costs incurred in promotion, exploration and development.
State separately (a) development expenses,( b ) plant and equipment maintenance expenses,(c) rehabilitation expenses, (d) general administrative expenses incurred in a period when there was little or no actual mining and (e) other expenses. Do not include securities selling costs under this caption but include them under caption 17 or 18. General administrative expenses incurred in connection with subcaptions (a), (b), and (c) should be included therein. Any other general admin
1 Special instructions regarding this caption for mining companies using Article 5A.— Include hereunder only depreciable mine plant and equipment. See caption 13A for the disposition of mine property subject to depletion. In those situations where depletable mine property and depreciable mine plant and equipment and other assets were acquired in one transaction in exchange for capital stock of the registrant or for cash, capital stock, or other securities of the registrant and any other consideration, the assets acquired such as accounts receivable, supplies, buildings, mining and mill equipment, which have a fixed or objectively determinable value should be valued on those bases. The dollar amounts assigned to these properties shall be extended.
istrative expenses not chargeable to those subcaptions nor written off as costs or other operating charges (including taxes, protection and conservation of property when inactive) shall be included under subcaption (d). Extend only the total number of units of each class of securities, the amount of cash and/or an indication of anything else, given by the registrant. Dollar amounts shall be extended only for cash transactions, including, when appropriate, depreciation, depletion, and amortization of assets extended at dollar amounts under captions 13 and 13A. The instructions set forth under caption 13, footnote 1 to caption 13 and caption 13A, if appropriate, should be applied also to any unrecovered promotion, exploratory, and development costs incurred by predecessors of the registrant.
15. Reserves for depreciation, depletion, and amortization o f property, plant, and equipment and unrecovered promotional, exploratory, and development costs (or reserves in lieu thereof).— Set forth hereunder only the amount of the reserve for depreciation, depletion, and amortization of property, plant, and equipment and unrecovered costs incurred in promotion, exploration, and development applicable to the dollar amounts extended under captions 13, 13A, and 14 above.
16. Prepaid expenses and other deferred items.—State separately any significant items not shown elsewhere. Prepayments of services to be received within one year may, however, be included under caption 7.
17. Debt discount and expense.—State in a note referred to in the statement of assets and unrecovered promotional, exploratory, and development costs the method used in amortizing such debt discount and expense.
18. Commissions and expense on capital shares. —Explain in a note referred to in the statement of assets and unrecovered promotional, exploratory, and development costs what provisions have been made for writing off these items.
19. Other assets.—State separately any other item in excess of five percent of the amount of all assets other than fixed and intangible ones.
Rule 5A-03. Statement of Liabilities.
The statement of liabilities filed for the persons to whom this article is applicable shall comply with the following provisions:
A rticle 5A Rule 5A-03
REGULATION S -X 17
C u r r e n t L i a b i l i t i e s
1. Notes payable.—State separately amounts payable (a) to banks; (b) for merchandise, materials, supplies, and expenses incurred in the ordinary course of business; and (c) to others.
2. Accounts payable.—State separately amounts payable (a) for merchandise, materials, supplies, and expenses incurred in the ordinary course of business; and (b) to others.
3. Accrued liab ilities .—State separately (a) accrued payrolls; (b) tax liability; (c) interest;(d) rents and royalties; and (e) any other significant items. If the total under this caption is not significant it may be stated as one amount.
4. Amounts due to underwriters, promoters, directors, officers, employees, and principal holders of equity securities other than affiliates.—State separately the total amount, if significant, due to each class of persons named in the caption to this paragraph. Exclude from the amounts set forth hereunder trade accounts subject to the usual trade terms.
5. Other current liabilities.—State separately(a) dividends declared; (b) notes and mortgages instalments, mortgages due within one year, and payments on other long-term debt due within one year; (c) total of current amounts due to parents and subsidiaries; and (d) any other item in excess of five percent of total current liabilities indicating any such liability due to affiliates other than parents and subsidiaries. Remaining items may be shown in one amount.
6 . Total current liabilities.
D e f e r r e d I n co m e
7. Deferred income.
L ong- T e r m D e b t and O t h e r L i a b i l i t i e s
8. Bonds, notes, and other liabilities represented by securities.—Show for each class (a) title of the class; (b) the amount authorized;(c) the amount issued; and (d) the amount reacquired and held in the treasury (show such amount as a deduction). As to issued securities, show separately in a note the amount issued for(1) cash, (2) property, and (3) services. The facts and amounts with respect to any defaults in principal, interest, sinking fund, or redemption provisions shall be stated.
9. Indebtedness to affiliates— Not current.
10. Amounts due (not current) to underwriters, promoters, directors, officers, employees, and principal holders of equity securities other than affiliates.—The instruction to caption 4 above shall apply here.
11. Other liab ilities—Not current.— State separately any significant items. State whether accrued, and the interest rate if any.
12. Total liabilities.
Rule 5A-04. Statement of Capital Shares.The statement of capital shares filed for the
persons to whom this article is applicable shall comply with the following provisions:
1. State for each class of capital shares the title and number of shares (a) authorized, (b) issued,(c) reacquired and held in the treasury, (d) outstanding, and (e) reserved for option, warrant, conversion, and other rights to acquire such shares.
2. As to each class of issued shares state the number of shares issued for (a) cash, (b) services, and (c) property.
3. If there are any shares subscribed for but unissued, state the number of shares of each class subscribed for, the subscription price, the total amount receivable thereon, and the approximate due dates. If payable otherwise than in cash, explain. If any unpaid amounts on such shares are past due, state the number of shares and amounts involved.
4. If any shares are assessable, state the aggregate and per-share amounts of assessments levied. If any such assessments have not been paid, state the number of shares and amounts involved, indicating separately any amounts past due.
5. If any shares have been issued subject to a liability for further calls, state the number of shares so issued and the aggregate and per-share amounts of such liability. State also the aggregate amount of any past due calls.
6. If any shares have been forfeited for nonpayment of assessments or calls thereon, state the number of shares involved and the present status of such shares.
7. State the total amount of underwriting discounts and commissions incurred on sale of capital shares.
8. As to any arrears in cumulative dividends, the amount per share and in total shall be stated.
A rticle 5A Rule 5A-04470359 O— 58-------4
18 SECURITIES AND EXCHANGE COMMISSION
9. If preferred shares are callable, the date or dates and the amount per share and in total at which such shares are callable shall be stated. Preferences on involuntary liquidation, if other than par or stated value, shall be shown. A statement shall be made as to the existence, or absence, of any restrictions upon surplus growing out of the fact that upon involuntary liquidation the preference of the preferred shares exceeds its par or stated value.
Rule 5A-05. Statement of Other Securities.If the persons to whom this article is applicable
have any securities with respect to which information is not called for in the statement of liabilities or in the statement of capital shares, furnish as to such securities information corresponding to that required in those statements.
Rule 5A-06. Statement of Cash Receipts and Disbursements.1
The statement of cash receipts and disbursements filed for persons to whom this article is applicable shall comply with the following provisions:
R e c e ip t s
Sale of securities___________________ $_________(Itemize receipts by classes of se
curities.)Assessments_______________________ $_________Loans by banks____________________ $_________Loans by others____________________ $_______Sale of products____________________ $_______Donations______ __ _______________ $_______Royalties__________________________ $_______Rents, tolls, and similar receipts_____$_________Other receipts_____________________ $_________
(Specify and show separately any items of significant amount. Details may be given in a separate schedule if referred to under this caption.)
Total receipts__________________$_________
1 If the registrant maintains its books on the accrual basis items of income and expense reported in the statement of cash receipts and disbursements may be presented on such basis, provided entries are introduced in the statement to reconcile the figures in total to the cash receipts and cash disbursements respectively.
D is b u r s e m e n t s
Loans repaid______________________ $-------------Commissions and other selling expenses
in connection with the sale of securities_________________________ $------- ------
Legal and accounting fees___________$-------------Fees of engineers, appraisers, and other
similar experts__________________ $--------------Payments on options, leases, lease and
option agreements, and purchasecontracts________________________ $-------------
(Show separately each payment of significant amount and identify the property for which paid.)
Royalties__________________________ $--------------Contract work (specify)------------------- $--------------Purchase of equipment_____________ $--------------Salaries of directors and officers-------- $--------------Other salaries and wages____________$--------------Merchandise, materials, and supplies__ $-------------Taxes_____________________________ $--------------Dividends_________________________ $--------------Other disbursements_ _ $ ------------
(Specify and show separately any items of significant amount. Details may be given in a separate schedule if referred to under this caption.)
Total disbursements__________$--------------Net increase (or decrease) in cash dur
ing period______________ _________ $------------Cash and cash items balance at be
ginning of period--------------------------$-------------Cash and cash items balance at close of
period___________________________$--------------
Rule 5A-07. What Schedules Are To Be Filed.The following schedules are required to be filed as
a part of an application for registration on form 10 and as part of an annual report on form 10-K by companies to whom this article is applicable.
(a) The schedules specified below in this rule as schedules I, II , and II I shall be filed as of the date of the statement of assets and unrecovered promotional, exploratory, and development costs and statement of liabilities filed for each person.
Such schedules shall be certified.
A rticle 5A Rule 5A-07
REGULATION S -X 19
(b) The information required in schedules for the registrant and for its subsidiaries may be presented in the form of a single schedule, provided that items pertaining to the registrant and those pertaining to each subsidiary are separately shown and that such single schedule affords a properly summarized presentation of the facts.
(c) References to the schedules shall be made against the appropriate captions of the statement of assets and unrecovered promotional, exploratory, and development costs.
(d) If the information required by any schedule (including the footnotes thereto) may be shown in the related statement of assets and unrecovered promotional, exploratory, and development costs, without making such statement unclear or confusing, that procedure may be followed and the schedule omitted.
(e) If schedules, other than those specifically called for by paragraph (a) of this rule, are required to make clear and not confusing certain material items appearing in the financial statements, the
ARTICLE 6. MANAGEMENT
Rule 6-01. Application of Article 6.This article shall be applicable to financial
statements filed for management investment companies other than those which are issuers of periodic payment plan certificates.
Rule 6-02. Special Rules Applicable to Management Investment Companies.
The financial statements filed for persons to which this article is applicable shall be prepared in accordance with the following special rules in addition to the general rules in articles 1, 2, 3, and4. Where the requirements of a special rule differ from those prescribed in a general rule, the requirements of the special rule shall be met.
1. Content o f financial statements.—The financial statements shall be prepared in accordance with the requirements of regulation S-X notwithstanding any provision of the articles of incorporation, trust indenture or other governing legal instruments specifying certain accounting procedures inconsistent with those herein required.
2. Certification.—Where, under the applicable form, financial statements are required to be
registrant may use the appropriate schedule set forth in article 12 to present the additional information required by rule 3-06.
Schedule I. Property, plant, and equipment.— The schedule prescribed by rule 12-06 shall be filed in support of caption 13 and caption 13A of each statement of assets and unrecovered promotional, exploratory, and development costs.
Schedule I I . Unrecovered promotional, exploratory, and development costs.—The schedule prescribed by rule 12-06A shall be filed in support of caption 14 of each statement of assets and unrecovered promotional, exploratory, and development costs.
Schedule III. Reserves for depreciation, depletion, and amortization of property, plant, and equipment and unrecovered promotional, exploratory, and development costs (or reserves in lieu thereof).-—The schedule prescribed by rule 12-07 shall be filed in support of caption 15 of each statement of assets and unrecovered promotional, exploratory, and development costs.
INVESTMENT COMPANIES
certified, the certifying accountant shall have been selected and ratified in accordance with section 32 of the Investment Company Act of 1940 and the applicable rules thereunder.
3. Consolidated and combined statem ents.—(a) Consolidated and combined statements filed for management investment companies shall be prepared in accordance with article 4 except that(1) statements of the registrant may be consolidated only with the statements of subsidiaries which are investment companies; (2) a consolidated statement of the registrant and any of its investment company subsidiaries shall not be filed unless accompanied by a consolidating statement which sets forth the individual statements of each significant subsidiary included in the consolidated statement, provided, however, that a consolidating statement need not be filed if all included subsidiaries are totally held; and (3) consolidated or combined statements filed for subsidiaries not consolidated with the registrant shall not include any investment companies unless accompanied by consolidating or combining statements which set forth the individual statements
Article 6 Rule 6-02
20 SECURITIES AND EXCHANGE COMMISSION
of each included investment company which is a significant subsidiary.
(b) If consolidated statements are filed, the amounts included under each caption in which financial data pertaining to affiliates is required to be furnished shall be subdivided to show separately the amounts (1) eliminated in consolidation and (2) not eliminated in consolidation.
4. Affiliates.—The term “affiliate" means an “affiliated person” as defined in section 2 (a) (3) of the Investment Company Act of 1940. The term “control” has the meaning given in section 2(a) (9) of that Act.
5. Value.—As used in this article 6, the word “value” shall have the meaning given in section 2(a) (39) (B) of the Investment Company Act of 1940.
6. Valuation o f assets.—(a) The balance sheets of open-end companies shall reflect all assets at value, showing cost parenthetically.
(b) The balance sheets of closed-end companies shall either (1) reflect all assets at costy showing value parenthetically, or (2) reflect all assets at value, showing cost parenthetically. If assets are reflected at cost, however, due consideration\shall be given to evidence of probable loss and, where such evidence indicates an apparently permanent decline in underlying value and earning power, recognition thereof shall be made by means of an appropriate write-down or the establishment of an appropriate reserve.
(c) The balance sheet shall clearly disclose whether assets are carried at cost or value.
7. Cost in case of reorganizations, exchanges of investments, syndicate operations, etc.—Where information as to the cost of investments is required to be furnished, the term “cost” shall have the indicated special meaning in the following instances:
(a) Reorganizations and quasi-reorganizations.—Where investments have been adjusted in the course of a reorganization or quasi-reorganization of the registrant, “cost” shall mean such adjusted amount. The date of and a brief statement as to such adjustment shall be given in a note referred to in the balance sheet.
(b) Exchanges of investments.— (1) Where investments have been acquired in exchange for other investments as a result of a reorganization, consolidation or merger of a portfolio company,A rticle 6 Rule 6-02
“cost” of the investments acquired shall be the cost of the investments released. Due consideration shall, however, be given to evidence of probable loss and, where such evidence indicates an apparently permanent decline in underlying value and earning power, “cost” of the investments acquired shall be the value, on the effective date of the transaction, of the investments released or of the investments received, as appropriate. (2) In other cases in which investments have been acquired in exchange for assets other than cash, “cost” of the investments acquired shall be the value, on the effective date of the exchange, of the assets released or of the assets received, as appropriate.
(c) Syndicate operations.—In the case of securities acquired through joint syndicate operations, “cost” shall be net of syndicate discounts and commissions applicable thereto.
8. Issuance and repurchase of securities by a management investment company. —In a footnote or statement referred to in the balance sheet or other appropriate statement, show for each class of the company’s securities (1) the number of shares or principal amount of bonds sold during the period of report, the amount received therefor, and, in the case of shares sold by closed-end companies, the difference, if any, between the amount received and the net asset value or preference in involuntary liquidation (whichever is appropriate) of securities of the same class prior to such sale; and (2) the number of shares or principal amount of bonds repurchased during the period of report and the total or average cost thereof. Closed-end companies shall furnish the following additional information as to securities repurchased during the period of report:
(a) as to bonds and preferred shares, the aggregate difference between cost and the face amount or preference in involuntary liquidation and, if applicable net assets taken at value as of the date of repurchase were less than such face amount or preference, the aggregate difference between cost and such applicable net asset value;
(b) as to common shares, the weighted average discount per share, expressed as a percentage, between cost of repurchase and the net asset value applicable to such shares at the date of repurchases.
The information required by 2 (a) and (b) may be based on reasonable estimates if it is impracti-
REGULATION S -X 21
cable to determine the exact amounts involved.9. Federal income taxes.—Appropriate pro
vision shall be made, on the basis of the applicable tax laws, for Federal income taxes that it is reasonably believed are, or will become, payable in respect of (a) current net income, (b) realized gain on investments and (c) unrealized appreciation on investments. The company’s status as a “regulated investment company” as defined in Supplement Q* of the Internal Revenue Code as amended shall be stated in a note referred to in the appropriate statements. Such note shall also indicate briefly the principal present assumptions on which the company has relied in making or not making provisions for such taxes.
10. Balance sheets; statements of assets and liabilities.—As used herein the term “balance sheets” shall include statements of assets and liabilities unless the context clearly indicates the contrary.
11. Inapplicable captions.—Attention is directed to the provisions of rule 3-02 which permit the omission of separate captions in financial statements as to which the items and conditions are not present, or the amounts involved not significant. However, amounts involving directors, officers, and affiliates shall nevertheless be separately set forth except as otherwise specifically permitted under a particular caption.Rule 6-03. Balance Sheets; Statements of Assets
and liabilities.Balance sheets and statements of assets and
liabilities filed under this rule shall comply with the following provisions:
ASSETS
1. Cash and cash item s.—State separately (a) cash on hand, demand deposits, and time deposits; (b) call loans; and (c) funds subject to withdrawal restrictions. Funds subject to withdrawal restrictions and deposits in closed banks shall not be included under this caption unless they will become available within 1 year.
2. Dividends and interest receivable.— (a) Dividends shall not be included before the ex- dividend date, nor unless payment is reasonably assured by past experience, guaranty, or otherwise. No dividend shall be included on stocks
*See Subchapter M —Internal Revenue Code of 1954.
issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.
( b ) Interest due or accrued on bonds, notes, deposits, open accounts, and other interest-bearing obligations owned, shall not be included unless payment is reasonably assured by past experience, guaranty, or otherwise. No interest shall be included on securities issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.
3. Notes receivable.4. Accounts receivable.5. Reserves fo r doubtful receivables.—Notes
and accounts receivable known to be uncollectible shall be excluded from the asset as well as from the reserve account.
6. Sundry assets o f a current nature.—State separately (a) total of current amounts due from directors and officers; (b) participation in syndicates; and (c) any other significant amount.
7. Investments in securities of unaffiliated issuers.—See rule 6-02-6.
(a) United States Government bonds and other obligations.—Include only direct obligations of the United States Government.
(b) Securities o f other investm ent companies.— Such securities may be included under (c) if they amount in the aggregate to less than 5 percent of total assets.
(c) Other securities.(d) Such further classification may be used as
is appropriate under the circumstances.(e) Reserves fo r unrealized depreciation in
value of securities.—If assets are reflected at cost, any reserve for unrealized depreciation shall be shown here as a deduction from the items to which applicable.
8. Investments—Other than securities.—State separately each major class. See rule 6-02-6.
9. Investments in affiliates.—State separately investments in (a) controlled companies and (b) other affiliates. See rule 6-02-6.
10. Prepaid expenses and other deferred item s.— (a) State separately each of the following items if significant: (1) debt discount and expense,(2) organization expense, (3) commissions and expense on capital shares, and (4) other prepaid and deferred items showing separately any signi
A rticle 6 Rule 6-03
22 SECURITIES AND EXCHANGE COMMISSION
ficant items. Explain in a note to this caption the provisions which have been made to write off or amortize such items.
( b ) Recurrent costs of issuing shares, such as registration fees and expenses, shall be charged off in the statement of income and expense for the period in which such costs are incurred.
11. Other assets.—State separately (a) total of amounts due from directors and officers, not included under caption 6 above; (b) each special fund of a significant amount; (c) real estate and improvements not included under caption 8 above; (d) furniture and fixtures; and (e) any other significant amounts.
LIA B IL IT IE S
12. Notes payable.—State separately amounts payable within 1 year (a) to banks, and (b) to others. See caption 16 (a).
13. Accounts payable.— State separately (a) the total of amounts payable for purchase of securities, and (b) other accounts payable.
14. Accrued liab ilities .—State separately (a) accrued salaries, (b) tax liability, (c) interest, and(d) any other significant items. If the total under this caption is not significant, it may be stated as one amount.
15. Sundry liab ilities o f a current nature.— State separately (a) dividends declared; (b) bonds, notes, mortgage installments, and mortgages due within 1 year; (c) total of current amounts due to affiliates, excluding any amounts owing to noncontrolled affiliates which arose in the ordinary course of business and are subject to usual trade terms; (d) total of current amounts (other than as required under caption 14) due directors and officers; and (e) any other items of significant amount. Remaining items may be shown in one amount.
16. Long-term d eb t.(a) Funded debt.—If any amount included
herein will fall due within 1 year, indicate such amount and explain in a footnote the reason for not including such amount as a current liability under rule 6-03-15. See also caption 19 (c) (2).
(b) Indebtedness to affiliates—not current.— State separately amounts due to (1) controlled companies and (2) other affiliates.
(c) Other long-term debt.—Indicate whether secured. State separately (1) total of amountsArticle 6 Rule 6-03
due directors and officers; and (2) other long-term debt, specifying any significant item. State separately by years, in the balance sheet or in a note therein referred to, the total amounts of the respective maturities for the 5 years following the date of the balance sheet.
17. Other lia b ilitie s .—State separately any significant amounts.
18. Reserves, not shown elsewhere.—State separately the total of each major class and describe each such major class by using an appropriate caption or by a footnote referred to in the caption.
19. Net assets applicable to outstanding capital shares.— (a) This caption may be used only by companies which reflect assets at value, showing cost parenthetically.
(b) Companies having only one class o f outstanding capital securities.—Such companies may conclude the statement with this caption and give the number of outstanding shares and the net asset value per share. In such case the statement shall be entitled “Statement of Assets and Liabilities” and the information required by captions 20 to 24 below shall be set forth in the form of a separate schedule immediately following this statement and referred to under this caption.
(c) Companies having more than one class o f outstanding capital securities.— (1) Such companies may conclude the statement at this point and in such case shall furnish in tabular form immediately following this caption the following information as to each class of capital securities:(i ) title of issue; (ii) in the case of funded debt treated as a capital security the total face amount outstanding and the asset coverage per unit;(iii) in the case of preferred shares, the par or stated value, the number of shares outstanding, the total preference thereof in involuntary liquidation, and the asset coverage per share and (iv) in the case of common shares, the par or stated value, the number of shares outstanding and the net asset value per share and in the aggregate. In such case the statement shall be entitled “Statement of Assets, Liabilities and Capital Securities” and the information required by captions 20 to 24 below shall be set forth in the form of a separate schedule immediately following this statement and referred to under this caption.
REGULATION S -X 23
(2) If funded debt is outstanding and is to be treated as a capital security, caption 16 (a) may be omitted if appropriate adjustment of related captions is made.
CAPITAL SHARES AND SURPLUS
20. Capital shares.—State for each class of shares the title of issue, the number of shares authorized, the number of shares outstanding and the capital share liability thereof. See also rule6-09.
21. Surplus.— (a) Show the division of this item into (1) capital surplus; (2) balance of undistributed net income; and (3) accumulated net realized gain or loss on investments. The information required by rule 6-02-8 shall be given in a footnote to this statement, or in a footnote to the statement permitted by rule 6-08.
( b ) Except as permitted by rule 6-08, an analysis of each surplus account setting forth the information prescribed in rule 6-07 shall be given, for each period for which a statement of income and expense is filed, in the form of a separate statement of surplus, and shall be referred to under this caption.
22. Total capital and surplus.—Companies which reflect assets at cost, showing value parenthetically, shall furnish the following information in a separate statement immediately following this statement and referred to herein:
(а) The amount of unrealized appreciation or depreciation of the assets, taken at value, as compared to the amount at which such assets are reflected in the balance sheet, together with the increase or decrease thereof during the period of report.
(b) An appropriate provision for taxes in respect of appreciation if required by rule 6-02-9.
(c) If total assets at value are less than cost, the adjustment that would have to be made to reflect such depreciation in the surplus accounts.
(d) The net asset coverage per unit of each class of bonds and per share of each class of preferred shares.
(e) The net asset value per share of the outstanding common shares, computed on the basis of assigning to prior securities their preference in involuntary liquidation.
23. Unrealized appreciation or depreciation of
assets.—Companies which reflect assets at value showing cost parenthetically shall include this item as an addition to or deduction from caption22. See rule 6-06. Appropriate provisions shall be made for applicable income taxes if required by rule 6-02-9.
24. Net assets applicable to outstanding capital shares.—The amount of this caption should agree with the amount shown under caption 19.Rule 6-04. Statement of Income and Expense.
(a) Statements required by this rule and by rules 6-05 and 6-06 shall be shown on the same or on consecutive pages. If not shown on the same page, however, the items required to be set forth by caption 5 of rule 6-05 and caption 2 of rule 6-06 shall be appended immediately following the information required by caption 7 of this rule.
(b) Statements filed under this rule shall comply with the following provisions:
1. Income.— (a) State separately income from(1) cash dividends, (2) interest, and (3) other income. If income from investments in or indebtedness of affiliates is included hereunder, such income shall be segregated under an appropriate caption subdivided to show separately income from (i ) controlled companies and (i i ) other affiliates.
(b) Due consideration shall be given to the propriety of treating, as income, dividends on stock acquired or disposed of during the period of report.
(c) Due consideration shall be given to the propriety of treating extraordinary dividends as income. For the purpose of this rule the term “extraordinary dividends” shall mean (1) dividends which are known to have been declared out of sources other than current earnings or earned surplus and (2) dividends which are declared otherwise than out of earnings of the current or preceding year and are abnormal in size in relationship to the value of the securities upon which declared.
(d) Dividends in arrears on preferred stock may not be treated as income in an amount which exceeds an amount arrived at by applying the stated dividend rate to the period during which the stock has been held, provided, that, in computing the period held, periods of more than one- half of a quarter year may be treated as full quarter years, if periods of less than one-half of a quarter year are not counted. Any such dividends which are treated as income but which are appli-
Article 6 Rule 6-04
24 SECURITIES AND EXCHANGE COMMISSION
cable to periods prior to the current fiscal year shall be included under caption 1 (a) (3) above.
(e) Dividends by controlled companies may be treated as income only to the extent that they are out of earnings subsequent to (1) the date of acquisition or (2) the effective date of a reorganization or quasi-reorganization of the receiving company if such date is subsequent to the date of acquisition.
(f) Due consideration shall be given to the propriety of treating, as income, interest received on bonds which were in default when acquired. Any such interest which may be treated as income shall not be treated as ordinary interest income in an amount in excess of the amount arrived at by applying the stated interest rate to the period of report, and any excess thereof shall be included under caption 1 (a) (3) above. The policy followed in accounting for such interest shall be stated in a footnote.
(g) Common stock received as a dividend on common stock of the same issuer shall not be treated as income, and no amount shall be debited to investments or credited to income or surplus at the time such dividend is received.
(h) State as to any noncash dividends, other than stock dividends referred to in paragraph (g), and as to preferred stock received as a stock dividend, the basis on which taken up as income. If any such dividends received from controlled companies have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.
(i) State separately each category of other income representing more than 5 percent of the total shown under caption 1 of rule 6-04 (b).
(j ) Proceeds from the sale of new capital shares which represent payment on account of accrued undivided income shall not be included in the statement of income and expense. See rule 6-07-2.
(k) Dividends and interest applicable to an issuer’s own securities held in its treasury or in sinking or other special funds shall not be treated as income.
2. Expenses.—State separately each category of expense representing more than five percent of the total expenses. There shall also be shown in an appropriate manner (a) the total of management A rtic le 6 Rule 6-05
and other service fees to unaffiliated persons; (b) the total of management and other service fees to affiliated persons, indicating in a note or otherwise(1) the name of each such person accounting for 10 percent or more of the total under this sub- caption, (2) the nature of the affiliation between the investment company and each such person, and (3) the amount applicable to each such person; and (c) other expenses within the person’s own organization in connection with research, selection and supervision of investments. The total of management and service fees shall be included herein regardless of the basis used for, or the method of, computation thereof. State in a note referred to under this item the basis and methods of computing management or service fees and if none was incurred for the period of report, the reason therefor. If any of the expenses were paid otherwise than in cash, state the details in a note referred to under this caption.
3. Taxes— Other than taxes on income.4. Interest and debt discount and expense.—
State separately (a) interest on funded debt, (b) amortization of debt discount and expense or premium, and (c) other interest.
5. Balance before provision for taxes on income.6. Provision for taxes on income.—State sep
arately (a) Federal taxes on income, and (b) other taxes on income. If the amount to be shown under this caption is less than 5 percent of caption7, it may be combined with caption 3 and in such case caption 5 may be omitted. See rule 6-02-9.
7. Net income.—The amount included under this caption shall be carried to the related subdivision of surplus or to the statement of changes in net assets, as appropriate. See rules 6-07-2 and 6-08 (b) (2).Rule 6-05. Statement of Realized Gain or Loss
on Investments.Statements filed under this rule shall comply
with the following provisions:1. Realized gain or loss on sales of invest
ments.— (a) State separately the aggregate cost, the aggregate proceeds, and the net gain or loss from sales of each of the following classes of investments: (1) investments in securities of affiliates,(2) investments in other securities, showing United States Government bonds and other direct obligations separately, and (3) other investments.
REGULATION S -X 25
(b) Transactions in shares of the person for which the statement is filed shall not be included here.
(c) State in a footnote the aggregate cost of securities acquired during the period, showing separately United States Government bonds and other direct obligations.
(d) State the basis followed in determining the cost of securities sold. If a basis other than average cost is used, state, if practicable, the gain or loss computed on the basis of average cost.
2. Realized gain or loss on other transactions.—(a) Include under this caption exchanges of investments. Show the aggregate cost of the investments released and, as the proceeds of the exchanges, the aggregate amount at which the investments acquired were recorded in the accounts. See rule 6-02-7.
(b) Include also under this caption any writedowns required by rule 6-02-6 (b). Show the aggregate cost and the aggregate adjusted cost of the investments involved.
3. Realized gain or loss on investments, before provision for income taxes.
4. Provision for income taxes.5. Net realized gain or loss on investments.—
The amount included under this caption shall be carried to the related section of surplus or to the statement of changes in net assets, as appropriate. See rules 6-07-3 and 6-08 (b) (3).Rule 6-06. Statement of Unrealized Apprecia
tion or Depreciation of Investments.This statement may be omitted by companies
reflecting assets at cost, showing value parenthetically, provided the information called for by the second sentence of rule 6-04 (a) is given. Statements filed under this rule shall comply with the following provisions:
1. Unrealized appreciation or depreciation o f investm ents.—State the amount of unrealized appreciation or depreciation of investments as shown in caption 23 of the balance sheet (a) at the beginning of the period of report, and (b) at the end of the period of report.
2. Increase or decrease of unrealized appreciation or depreciation.
Rule 6-07. Surplus Statements.Surplus statements filed under this rule shall
comply with the following provisions:
1. Capital surplus.— (a) The analysis of capital surplus shall show separately for each period (1) balance at beginning of period, (2) additions during period due to (i ) sale of capital shares, and(ii) other additions described in reasonable detail,(3) deductions during period due to (i ) repurchase of capital shares, (ii) distributions to shareholders from capital surplus, and (iii) other deductions, described in reasonable detail, and (4) balance at end of period. State in a footnote or otherwise the aggregate amount per share of dividends paid during the period of the report.
(b) There shall be shown, parenthetically or otherwise, the total dividend distributions to shareholders made from capital surplus since the date of organization or the date of the most recent reorganization, whichever is later; provided that companies organized prior to January 1, 1925, need show only such dividends paid since that date if that fact is indicated.
2. Balance o f undistributed net income.—The analysis of the balance of undistributed net income, shall show separately for each period of report (a) balance at beginning of period, (b) net income as shown under rule 6-04-7, (c) other additions described in reasonable detail, (d) distributions to shareholders, (e) other deductions described in reasonable detail, and (f) balance at end of period. State in a footnote or otherwise the aggregate amount per share of dividends paid during the period of the report.
Open-end companies which follow the policy of recording separately a part of the sale and repurchase price of capital shares as an adjustment on account of undivided income shall include, as a separate item hereunder, the difference between the amount received from the sale of new capital shares which represent payment on account of accrued undivided income and the amount paid on the repurchase of capital shares which represent payment on account of accrued undivided income.
3. Accumulated net realized gain or loss on in vestments.—The analysis of accumulated realized gain or loss on investments shall show separately for each period of report (a) gain or loss on investments prior to the period, (b) distributions to shareholders made therefrom prior to the period,(c) balance at the beginning of the period, (d) gain or loss on investments as shown under rule 6-05-5,
A rticle 6 Rule 6-07470359 O— 58-------5
26 SECURITIES AND EXCHANGE COMMISSION
(e) distributions to shareholders, and (f) balance at end of period. Captions (a) and (b) of this paragraph may be omitted by companies organized or most recently reorganized, prior to January 1, 1925, provided there is given in a footnote (i ) total distributions made to shareholders out of realized gain on investments during the period from January 1, 1925, to the beginning of the period of report, and (ii) total realized gain or loss on investments for the same period. State in a footnote or otherwise the aggregate amount per share of dividends paid during the period of the report.
4. Opening balances.—Companies may accept balances of surplus accounts at January 1, 1925, as per the accounts.
5. See also rules 6-03-19 and 6-03-21.
Rule 6-08. Statement of Changes in Net Assets.(a) Companies which in statements filed pursu
ant to rule 6-03 reflect assets at value, showing cost parenthetically, may file statements of changes in net assets in lieu of the surplus statements required by rule 6-07, provided, there is shown under caption 21 (a) of rule 6-03 the amount of dividends previously paid from (1) capital surplus, and (2) realized gain on investments. See rules 6-07-1 (b) and 6-07-3.
(b) Statements of changes in net assets filed under this rule shall comply with the following provisions:
(1) Net assets at beginning of period.—Theamount shown shall agree with caption 19 of the related statement filed pursuant to rule 6-03 as of the beginning of the period of report. Show parenthetically or otherwise the balance of undistributed net income included in net assets at the beginning of the period.
(2) Income.—State separately (a) net income as shown by caption 7 of rule 6-04; (b) net accrued undivided earnings included in price of capital shares issued and repurchased; (c) distributions paid; and (d) balance of income undistributed, or decrease in prior balance of undistributed net income, as appropriate.
(3) Realized gain or loss on investments.— State separately (a) net realized gain or loss on investments as shown by caption 5 of rule 6-05;(b ) distributions paid; and (c) balance of realized gain on investments for the period, or decrease Article 6 Rule 6-09
in prior accumulated realized gain on investments, as appropriate.
(4) Increase or decrease of unrealized appreciation or depreciation of assets.—The amount shown should agree with caption 2 of rule 6-06.
(5) Securities issued and repurchased.—State separately for each issue (1) amount issued, and receipts therefrom on account of principal; (2) amount repurchased, and payments therefor on account of principal; and (3) net increase or decrease in amount outstanding and the difference between receipts and payments in respect thereof.
(6) Distributions of capital.(7) Other item s.—If during the period there
have been any charges or credits to surplus accounts not specifically provided for in captions(2) to (6), include such items under an appropriate caption and explain clearly their nature.
(8) Net assets at close o f period.—The amount shown shall agree with caption 19 of rule 6-03. Show parenthetically or otherwise the balance of undistributed net income included in net assets at the end of the period.
State in a footnote or otherwise to captions(2), (3), and (6) the aggregate amount per share of dividends paid during the period of the report.
Captions (b) (3) to (6), inclusive, may be shown subordinate to a general caption “Capital.” If appropriate, the term “Principal” may be used in place of “Capital.”
Rule 6-09. Statement of Sources of Net Assets.Companies having only one class of outstanding
capital securities, and reflecting all assets at value, may combine captions 20 and 21 (a) (1) of rule 6-03, provided (1) the analyses prescribed by rule6-03-21 (b) are furnished and (2) other information comparable to that prescribed by captions 20 to 24 of rule 6-03 is set forth in substantially the following form:
(1) Capital.—If appropriate, the term Principal may be used in place of this caption.
(a) Excess o f amounts received from sale o f capital shares over amounts paid out in redeeming or reacquiring shares.—State here or in a footnote the number of shares authorized, the number of shares outstanding, and the capital shares liability thereof. The information required by rule 6-02-8
REGULATION S -X 27
shall be given in a footnote or by reference to the statement of changes in net assets.
(b) Aggregate distributions from net proceeds from sale of capital shares.—See also rule 6-07-1 (b).
(c) Balance of capital paid in on shares.(d) Accumulated net realized gain or loss on
investments.(e) Accumulated distributions o f realized gain
on investments.—The amount shown under this caption (e) shall be added to or deducted from caption (d) as appropriate to give a single total which need not be separately designated. See rule 6-07-3 with respect to companies organized or most recently reorganized prior to January 1, 1925.
(f) Unrealized appreciation or depreciation of assets.—See rule 6-02-9.
(g) Total of captions (a ) to (f), inclusive.(2) Balance of undistributed net income.(3) Net assets applicable to outstanding shares.
Rule 6-10 . What Schedules Are To Be Filed.(а) Except as otherwise expressly provided in
the applicable form:(1) The schedules specified below in this rule as
schedules I, V II, V III, and IX shall be filed as of the date of the most recent balance sheet filed for each person and for each group for which separate statements are filed. Such schedules shall be certified if the related balance sheet is certified.
(2) All other schedules specified below in this rule shall be filed for each period for which a statement of income and expense is filed. Such schedules shall be certified if the related statement of income and expense is certified.
(b) The information required in schedules for the registrant, for the consolidated subsidiaries and for the registrant and its subsidiaries consolidated may be presented in the form of a single schedule, provided, that items pertaining to the registrant and to each consolidated subsidiary or group for which separate statements are required are separately shown and that such single schedule affords a properly summarized presentation of the facts.
(c) If the information required by any schedule (including the footnotes thereto) may be shown in the statements required by rules 6-03 to 6—09 without making such statements unclear or con
fusing, that procedure may be followed and the schedule omitted.
(d ) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the statement of income and expense.
A. I n v e s t m e n t S c h e d u le s
Schedule I. Investments in securities o f unaffiliated issuers.—The schedule prescribed by rule 12-19 shall be filed in support of caption 7 of each balance sheet.
Schedule I I . Investments —Other than securitie s .—The schedule prescribed by rule 12-21 shall be filed in support of caption 8 of each balance sheet. This schedule may be omitted if the investments, other than securities, at both the beginning and end of the period amount to less than 1 percent of total assets or $50,000 whichever is less.
Schedule III. Investments in affiliates.—Theschedule prescribed by rule 12-22 shall be filed in support of caption 9 of each balance sheet.
B. M i s c e l la n e o u s S c h e d u le s
Schedule IV . Amounts due from directors and officers.—The schedule prescribed by rule 12-03 shall be filed with respect to each person among the directors and officers from whom any amount was owed at any time during the period for which related statements of income and expense are filed.
Schedule V. Indebtedness to affiliates.—The schedule prescribed by rule 12-11 shall be filed in support of caption 16 (b). This schedule and schedule I I I may be combined if desired.
Schedule V I. Reserves.—The schedule prescribed by rule 12-13 shall be filed in support of all reserves included in the balance sheet.
C . C a p it a l S e c u r it ie s
Schedule V II. Funded debt.—The schedule prescribed by rule 12-10 shall be filed in support of caption 16 (a) of each balance sheet.
Schedule VIII. Capital shares.(a) Open-end companies, all of whose outstand
ing securities are redeemable at the option of the holder thereof, need not file this schedule.
(b) Closed-end companies shall file the schedule prescribed by rule 12-14 in support of caption 20 of each balance sheet.
Article 6 Rule 6 -1 0
28 SECURITIES AND EXCHANGE COMMISSION
Schedule IX . Other securities.—Schedules shall be filed in respect of any classes of securities issued by the person for whom the statement is filed, but not included in schedules V II and V III. As to guarantees of securities of other issuers, furnish the information required by rule 12-12. As to warrants or rights granted by the person for whom the statement is filed, to subscribe for or purchase
securities to be issued by such person, furnish the information called for by rule 12-15. As to any other securities, furnish information comparable to that called for by rules 12-10, 12-12, 12-14 or 12-15, as appropriate. Information need not be set forth, however, as to notes, drafts, bills of exchange or bankers’ acceptances having a maturity at the time of issuance of less than 1 year.
ARTICLE 6A. UNIT INVESTMENT TRUSTS
Rule 6-10A . Application of Article 6A.This article shall be applicable to financial state
ments filed for unit investment trusts, including those which are issuers of periodic payment plan certificates, and financial statements filed for unincorporated management investment companies which are issuers of periodic payment plan certificates.Rule 6-11. Statements of Condition.
Statements of condition filed for persons to whom this article is applicable shall comply with the following provisions:
TRUST PRO PERTY
1. Investm ent in securities.—The aggregate cost and the aggregate value of investments included under this caption and caption 2 below shall be shown in the statement of condition parenthetically or otherwise. The method used in determining the “cost” shall be stated. For the purpose of this rule 6-11, “value” has the meaning defined in Section 2 (a) (39) (B) of the Investment Company Act of 1940. State in the statement of condition for each caption the basis of determining the amount at which investments are carried.
(a) Securities o f investm ent companies.—State separately (1) trust shares in trusts created or serviced by the depositor or sponsor of this trust;(2) trust shares in other trusts; and (3) securities of other investment companies.
(b) Securities o f other companies.—State separately (1) marketable securities and (2) other securities.
2. Investments other than securities.—State separately each major class. See instructions to caption 1.
3. Dividends and interest receivable.4. Cash.
5. Other property.—State separately each significant item. State the basis of determining the amounts.
LIA BILITIES, TRU ST SHARES, AND D IST R IB UTABLE FUNDS
6. L iab ilities.—State separately amounts payable to (a) trustee and custodian; and (b) depositor, sponsor, and their associates. State separately any other significant items.
7. Reserves not shown elsewhere.—State separately each significant item. If the caption used for each reserve stated separately is not clearly indicative of the purpose for which the reserve was created, explain the purpose in a note referred to under this caption.
8. Trust shares.—State for each class of trust shares (a) the title of issue, the number of trust shares outstanding and the total cost to the investors of such trust shares; (b) the adjustment for market depreciation or appreciation; (c) other deductions from the total cost to the investors for fees, loads, and other charges; and (d) the net amount applicable to the investors. Explain in a note referred to under this caption the deductions for fees, loads, and other charges from the total cost to the investors.
9. Balance o f income and distributable funds applicable to trust shares.—The amount shown here shall agree with that shown in caption 19 of the related statement of income and distributable funds.Rule 6-12. Statements of Income and Distributa
ble Funds.The statements of income and distributable
funds filed for persons to whom this article is applicable shall comply with the following provisions:
A rticle 6A Rule 6-12
REGULATION S-X 29
INCOM E
1. D istributions and dividends.— State separately (a) distributions received on shares of investment trusts, and (b) dividends on other securities. Exclude any distribution or portion thereof received on shares of investment trusts which is known to represent the return of any amount invested in the shares upon which such distribution was paid. Also indicate the basis upon which dividends and distributions are taken into income (e. g., “cash” or “accrual” ; and if accrual whether as of declaration or record date); and, as to any distributions and dividends other than cash, the basis on which they have been taken up as income.
2. Interest.— State separately interest from (a) securities and (b) other sources.
3. Other income.— State separately by class of income each significant amount.
4. Total income.
E X P E N SE S
5. Taxes.6. Fees of the trustee and custodian.7. Fees of the depositor and sponsor.8. Legal fees and expenses.— State separately
each significant amount.9. Auditing fees and expenses.—State sepa
rately each significant amount.10. Other expenses.—State separately by class
of expense each significant amount.11. Total expenses.12. Balance of income before gain or loss
realized from security transactions.—See caption 13 below.
13. Gain or loss realized from security transactions.—State separately the net of gains and losses arising from transactions in (a) trust shares of trusts created or serviced by the depositor or sponsor of this trust; (b) trust shares in other trusts; and (c) other investments in securities. State here or in a note herein referred to the principle followed in determining the cost of securities sold, e. g ., “average cost” or “first-in, first-out.” This caption, and caption 12 above, may be omitted by unit investment trusts provided the information herein required is contained in Schedule I I I of rule 6-13, and provided there be given in a footnote in the financial statements(a) the aggregate amount received from sale of
securities; (b) the aggregate cost of the securities sold; (c) the realized gain or loss thereon; and (d ) the principle followed in determining the cost of securities sold, e. g., “average cost” or “first-in, first-out.”
14. Net income for the period.—I f captions 12 and 13 are omitted by unit investment trusts, this caption shall be changed to Net income for the period excluding gain or loss realized from security transactions.
15. Balance of income and distributable funds applicable to trust shares at the beginning of the period.
16. Additions to distributable funds.—State separately (a) that portion from the sale of trust shares which represents payments for participation in the balance of income and distributable funds; and (b) any other significant amounts.
17. Deductions other than distributions.—State separately (a) amounts withheld (1) for reserves and (2) for investments, and (b) any other significant amounts.
18. D istribution to shareholders.—For each class of trust shares state the amount per share and in the aggregate. State, as to any distributions other than cash, the nature of the distributions and the basis of determining the amount charged to income and distributable funds. Indicate here or in a note herein referred to the aggregate distributions made upon the surrender and cancellation of trust shares which represent income and distributable funds applicable thereto at the date of surrender and cancellation.
19. Balance of income and distributable funds applicable to trust shares at close of the period.
Rule 6-13. What Schedules Are To Be Filed.(а) Schedule IV, specified below, shall be filed
as of the date of the most recent statement of condition filed. The other schedules specified shall be filed for each period for which a statement of income and distributable funds is filed. All schedules shall be certified.
(b) Reference to the schedules shall be made against the appropriate captions of the statement of condition and the statement of income and distributable funds.
Schedule I. Investment in securities.—The schedule prescribed by rule 12-33 shall be filed
Article 6A Rule 6-13
30 SECURITIES AND EXCHANGE COMMISSION
in support of caption 1 of each statement of condition and of captions 1 and 2 of each statement of income and distributable funds.
Schedule II. Trust shares.—The schedule prescribed by rule 12-34 shall be filed in support of caption 8 of each statement of condition.
Schedule III. Gain or loss from transactions in trust property.— A schedule shall be submitted showing for each investment set forth in ScheduleI in which there were any sales or redemptions during the period: (a) the aggregate amount received from sale; (b) the aggregate cost of the investment sold; and (c) the realized gain or loss thereon.
Schedule IV. Allocation of trust assets to series of trust shares.—If the trust assets are specifically allocated to different series of trust shares, and if such allocation is not shown in the statement of
condition in columnar form or by the submission of separate statements for each series of trust shares, a schedule shall be submitted showing the amount of trust assets, indicated by each statement of condition filed, which is applicable to each series of trust shares.
Schedule V. Allocation of trust income and distributable funds to series of trust shares.—If the trust income and distributable funds are specifically allocated to different series of trust shares and if such allocation is not shown in the statement o f income and distributable funds in columnar form or by the submission of separate statements for each series of trust shares, a schedule shall be submitted showing the amount of income and distributable funds, indicated by each statement of income and distributable funds filed, which is applicable to each series of trust shares.
ARTICLE 6B. FACE-AM OUNT CERTIFICATE INVESTM ENT COM PANIES
Rule 6-20. Application of Article 6B.
This article shall be applicable to financial statements filed by investment companies which are issuers of face-amount certificates.
Rule 6-21. Special Rules Applicable to Face- Amount Certificate Investment Companies.
The financial statements filed by persons to which this rule is applicable shall be prepared in accordance with the following special rules in addition to the general rules in articles 1, 2, 3, and 4. Where the requirements of a special rule differ from those prescribed in a general rule, the requirements of the special rule shall be met.
1. Content of financial statements.—The financial statements shall be prepared in accordance with the requirements of regulation S-X notwithstanding any provision of the articles of incorporation, trust indenture or other governing legal instruments specifying certain accounting procedures inconsistent with those herein required.
2. Certification.—Where, under the applicable form, financial statements are required to be certified, the certifying accountant shall have been selected and ratified in accordance with section 32 of the Investment Company Act of 1940 and the applicable rules thereunder.
3. Consolidated and combined statements.— (a) Consolidated and combined statements filed for Article 6B Rule 6-21
face-amount certificate investment companies shall be prepared in accordance with article 4 except that statements of the registrant which is a face-amount certificate investment company and engages in no business of a material amount other than issuing or servicing of face-amount certificates, may be consolidated only with the statements of subsidiaries which are also face-amount certificate investment companies; provided, however, that (i) the subsidiaries are totally held, except as to outstanding face-amount certificates, by the parent, (ii) each face-amount certificate investment company -maintains certificate reserves and qualified assets as provided by section 28 of the Investment Company Act of 1940, and (iii) separate financial statements for each company are filed.
(b ) Any face-amount certificate investment company may, however, file a consolidating statement which may include totally-held subsidiary companies, except face-amount certificate investment companies, the inclusion of which in consolidation is prohibited by the provisions set forth in paragraph (a). Such consolidating statement shall set forth the individual statement of the parent company and each other company or groups of similar other companies.
4. Affiliates.—The term “affiliate” means an “affiliated person” as defined in section 2 (a) (3)
REGULATION S-X 31
of the Investment Company Act of 1940. The term “control” has the meaning given in section2 (a) (9) of that Act.
5. Qualified assets.— (a) For com panies issuing face-am ount certificates subsequent to December 31, 1940 under the provisions o f section 28 o f the In vestment Company Act o f 1940, the term “qualified assets” means qualified investments as that term is defined in section 28 (b) of the Act. A statement to that effect shall be made in the balance sheet.
(b ) For other companies, the term “qualified assets” means cash and investments which such companies do maintain or are required, by applicable governing legal instruments, to maintain in respect of outstanding face-amount certificates. State in a note to the balance sheet the nature of the investments and other assets so maintained or required to be maintained by such legal instruments. If the nature of the qualified assets and amount thereof are not subject to the provisions of section 28 of the Investment Company Act of 1940, a statement to that effect shall be made.
(c) Loans to security holders may be included as a qualified asset in an amount not in excess of certificate reserves carried on the books of account in respect of each individual certificate upon which the loans were made.
6. Valuation o f qualified assets.— (a) The balance sheet shall reflect all qualified assets at cost or amortized cost, whichever is appropriate. Such basis shall be explained in a note which should also state the policy followed in writing off or amortizing any premium included in the cost of interest- bearing obligations. State, also, in an appropriate manner the amount of each kind of investments acquired from controlled companies and other affiliates, if material, during the period covered by the profit and loss or income statement, and the method used in determining the cost of any such investments.
(b) Market value of securities shall be stated parenthetically.
(c) Due consideration shall be given to evidence of probable loss and, where evidence indicates an apparently permanent decline in underlying value and earning power, recognition thereof shall be made by means of an appropriate write-down or the establishment of an appropriate reserve.
7. Certificate reserves.— (a) For companies is
suing face-am ount certificates subsequent to December 31 , 1940 under the provisions o f section 28 o f the Investment Company Act o f 1940, balance sheets shall reflect reserves for outstanding certificates computed in accordance with the provisions of section 28 (a) of the Act.
(b) For other companies, balance sheets shall reflect reserves for outstanding certificates determined as follows:
(i) For certificates of the installment type, such amount which, together with the lesser of future payments by certificate holders or such portion thereof as is credited to the account of certificate holders as and when accumulated at a rate not to exceed 3 ½ per centum per annum (or such other rate as may be appropriate under the circumstances of a particular case) compounded annually, shall provide the minimum maturity or face amount of the certificate when due.
(ii) For certificates of the fully paid type, such amount which, as and when accumulated at a rate not to exceed 3½ per centum per annum (or such other rate as may be appropriate under the circumstances of a particular case) compounded annually, shall provide the amount or amounts payable when due.
(iii) Such amount or accrual therefor, as shall have been credited to the account of any certificate holder in the form of any credit, or any dividend, or any interest in addition to the minimum maturity or face amount specified in the certificate, plus any accumulations on any amount so credited or accrued at rates required under the terms of the certificate.
(iv) An amount equal to all advance payments made by certificate holders, plus any accumulations thereon at rates required under the terms of the certificate.
(v) Amounts for other appropriate contingency reserves, for death and disability benefits or for reinstatement rights on any certificate providing for such benefits or rights.
8. Inapplicable captions.—Attention is directed to the provisions of rules 3-02 and 3-03 (a). which permit the omission of separate captions in financial statements as to which the items and conditions are not present, or the amounts involved are not material. However, amounts involving directors, officers and affiliates shall nevertheless be separately set forth except as
Article 6B Rule 6-21
32 SECURITIES AND EXCHANGE COMMISSION
otherwise specifically permitted under a particular caption.
Rule 6-22. Balance Sheets.Balance sheets filed under this rule shall comply
with the following provisions:
ASSETS AND OTHER D EBITS
Q u a l i f ie d A s s e ts
(See rule 6 - 2 1 - 5 (a) and (b))
1. Cash and cash items.—State separately (a) cash on hand, demand deposits, and time deposits;(b) call loans; and (c) funds subject to withdrawal restrictions.
2. Dividends and interest receivable.— (a) Dividends shall not be included before the ex-dividend date, nor unless payment is reasonably assured by past experience, guaranty, or otherwise. No dividend shall be included on stocks issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.
( b ) Interest due or accrued on bonds, notes, deposits, loans, open accounts, and other interest- bearing obligations owned, shall not be included unless payment is reasonably assured by past experience, guaranty, or otherwise. No interest shall be included on securities issued or assumed by the company and held by or for it, whether held in its treasury, in sinking or other special funds, or pledged as collateral.
3. Notes receivable.4. Accounts receivable.5. Reserves for doubtful receivables.—Notes
and accounts receivable known to be uncollectible shall be excluded from the assets as well as from any reserve account.
6. Investments in unaffiliated issuers.—See rule 6-21-6.
(а) Securities.—State separately investments in (i) United States Government bonds and other obligations (including only direct obligations of the United States Government); (ii) other bonds; and (iii) other securities.
(b) F irst mortgage loans on real estate.—State separately (i) mortgages insured by an agency acting as an instrumentality of the United States Government; (ii) mortgages guaranteed by an agency acting as an instrumentality of the United States Government; and (iii) other first mortgages. A rtic le 6B Rule 6-22
There shall also be shown in an appropriate manner (1) the aggregate amount of self-amortizing mortgages, and (2) the amount of mortgages in respect of which interest or principal payments are past due for more than three months.
(c) Other mortgage loans on real estate. —Such classification shall be used as is appropriate under the circumstances.
(d) Reserves for investments in unaffiliated issuers.
(e) There shall be shown in an appropriate manner the average gross rates of return realized by the company, for each period for which profit and loss or income statements are filed, on each class of investment shown in this caption.
7. Real estate owned.—State separately (a) real estate acquired through foreclosure of mortgages; and (b) other real estate investments.
8. Reserve for real estate owned.9. Loans to certificate holders secured by cer
tificate reserves.—See rule 6-21-5 (c).10. Other qualified assets.--State separately
(a) investments in and advances to controlled companies and (b) other affiliates; (c) each special fund of a material amount; (d) unamortized premium on mortgages; and (e) any other material amounts.
11. Total qualified assets.—State in a note the amount of qualified assets on deposit classified as to general classes of assets and as to general types of depositaries, such as banks an d states, together with a statement as to the purpose of the deposits.
O t h e r A ss e ts
12. Investments in unaffiliated issuers, not included in total of caption 11 .—State separately each class of investment.
13. Investments in and advances to affiliates.—State separately investments in (a) controlled companies and (b) other affiliates. The basis of determining the amount shall be explained in an appropriate manner.
14. Prepaid expenses and other deferred item s.—State separately any material items. State in a note to this caption the provisions which have been made to write off or amortize such items.
15. Other assets.—State separately (a) amounts due from directors and officers, and (b) any other
REGULATION S -X 33
item in excess of 5 percent of the amount of all assets other than qualified assets.
LIA BILITIES, CAPITAL SHARES, AND SURPLUS
C e r t if ic a t e R e s e r v e s and C u r r e n t L i a b i l i t i e s
16. Certificate reserves.—State separately reserves for (a) certificates of the installment type;(b) certificates of the fully paid type; (c) advance payments; (d) additional amounts accrued for or credited to the account of certificate holders in the form of any credit, dividend, or interest in addition to the minimum maturity amount specified in the certificate; and (e) other certificate reserves. State in an appropriate manner the basis used in determining the reserves, including the rates of interest of accumulation.
17. Current liabilities, exclusive of certificate reserve liabilities.
(a) Notes payable.—State separately amounts payable within one year (i) to banks and (ii) to others.
(b) Accounts payable.—State separately (i) amounts payable for purchase of securities and(ii) other accounts payable.
(c) Accrued lia b ilitie s .—State separately (i) accrued salaries; (ii) tax liability; (iii) interest; and(iv) any other material item. If the total under this subcaption is not material, it may be stated as one amount.
(d) Sundry liab ilities o f a current nature.— State separately (i) dividends declared; (ii) serial bonds, notes and mortgages installments and mortgages due within one year; (iii) total of current amounts due to affiliates; (iv) total of current amounts due directors and officers; and (v) other items of material amount.
18. Total certificate reserves and current liabilities.
Ot h e r L i a b i l i t i e s
19. Funded debt.—If any amount included herein will fall due within one year, indicate such amount and explain in a note the reason for not including such amount as a current liability.
20. Indebtedness to affilia tes—Not curren t.— State separately amounts due to (a) controlled companies, and (b) other affiliates.
21. Other long-term debt.—Indicate whether secured. State separately (a) total of amounts
due directors and officers; and (b) other long-term debt, specifying any material item. State separately by years, in the balance sheet or in a note therein referred to, total amounts of respective maturities for the 5 years following the date of the balance sheet.
22. Other lia b ilitie s .—State separately any amount in excess of 10 percent of the total of liabilities other than certificate reserves, funded debt, capita] shares and surplus.
D e f e r r e d I ncome
23. Deferred incom e.—State separately each material item and the basis of taking amounts reported under this caption into income.
R e s e r v e s N o t S h o w n E l s e w h e r e
24. Reserves not shown elsewhere.—State separately each major class and indicate clearly its purpose.
C a p it a l S h a r e s an d S u r p l u s
25. Capital shares.—State for each class of shares (a) the title of issue; (b) the number of shares authorized; and (c) the number of shares outstanding and the capital share liability thereof. Show also the dollar amount, if any, of capital shares subscribed but unissued, and of subscriptions receivable thereon.
26. Surplus.—(a) Show the division of this item into (i) paid-in surplus; (ii) other capital surplus; (iii) earned surplus.
(b) If undistributed earnings of subsidiaries are included, state the amount thereof parenthetically, or otherwise. Due consideration shall be given to the propriety of including any undistributed earnings on which restrictions are imposed.
(c) An analysis of each surplus account setting forth the information prescribed by rule 11-02 shall be given for each period for which a profit and loss or income statement is filed, as a continuation of the related profit and loss or income statement or in the form of a separate statement of surplus, and shall be referred to in the balance sheet.Rule 6-23. Profit and Loss or Income Statements.
Statements filed under this rule shall comply with the following provisions:
A rticle 6B Rule 6-23
34 SECURITIES AND EXCHANGE COMMISSION
I n v e s t m e n t I n c o m e a n d E x p e n s e s
( I n c lu d in g S e r v i c i n g a n d L o a d i n g I n c o m e a n d E x p e n s e s )
1. Income.— (a) State separately (i) interest on mortgages; (ii) interest on securities; (iii) cash dividends; (iv) rentals; and (v) other investment income. If income from investments in or indebtedness of affiliates is included hereunder, such income shall be segregated under an appropriate caption subdivided to show separately income from controlled companies and from other affiliates.
(b) Due consideration shall be given to the propriety of treating as income, dividends on stock acquired or disposed of during the period of report.
(c) Due consideration shall be given to the propriety of treating extraordinary dividends as income. For the purpose of this rule the term “extraordinary dividends” shall mean (i) dividends which are known to have been declared out of sources other than current earnings or earned surplus and (ii) dividends which are declared otherwise than out of earnings of the current or preceding year and are abnormal in size in relationship to the value of the securities upon which declared.
(d) Dividends in arrears on preferred stock may not be treated as income in an amount which exceeds an amount arrived at by applying the stated dividend rate to the period during which the stock has been held, provided, that, in computing the period held, periods of more than one-half of a quarter-year may be treated as full quarter-years, if periods of less than one-half of a quarter-year are not counted. Any such dividends which are treated as income but which are applicable to periods prior to the current fiscal year shall be included under caption 1 (a) (v).
{e) Dividends by controlled companies may be treated as income only to the extent that they are out of earnings subsequent to (i) the date of acquisition or (ii) the effective date of a reorganization or quasi-reorganization of the receiving company, if such date is subsequent to the date of acquisition.
(f) Due consideration shall be given to the propriety of treating, as income, interest received on investments which were in default when acquired. Any such interest which may be treated as income shall not be treated as ordinary interest in- Artic le 6B Rule 6-23
come in an amount in excess of the amount arrived at by applying the stated interest rate to the period of report, and any excess thereof shall be included under caption 1 (a) (v) above. The policy followed in accounting for such interest shall be stated in a note.
(g) Common stock received as a dividend on common stock of the same issuer shall not be treated as income, and no amount shall be debited to investments or credited to income or surplus at the time such dividend is received.
(h) State as to any non-cash dividends, other than stock dividends referred to in paragraph (g), and as to preferred stock received as a stock dividend, the basis on which taken up as income. If any such dividends received from controlled companies have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.
(i) State separately each category of other investment income representing more than 5 percent of the total of such income shown under caption 1 (a) (v).
(j) Dividends and interest applicable to an issuer’s own securities held in its treasury or its sinking or other special funds shall not be treated as income.
2 . Service fees on certificate installment payments.—State in a note the basis on which taken up as income.
3. Loading credits on certificate installments.—State separately (a) the portion of initial loading credits applicable to the current year, and (b) other loading credits. State in a note the basis on which taken up as income.
4. Other income.—State separately each material item.
5 . Total investment income.6. Investment expenses.—State separately each
category of expense representing more than 5 percent of the total expense. There shall also be shown in an appropriate manner (a) the amount of management, service and other fees to unaffiliated persons; (b) the amount of management, service and other fees to affiliated persons, indicating in a note or otherwise (i) the name of each such person accounting for 10 percent or more of the total under this subcaption, (ii) the nature of the affiliation between the company and each
REGULATION S -X 35
such person, (iii) the amount applicable to each such person, and (iv) the basis and methods of computing management or service fees; and (c) other expenses within the person’s own organization in connection with research, selection, and supervision of investments. State in a note referred to under this item the basis and methods of computing management, service and other fees and if none was incurred for the period of report, the reason therefor. If any of the expenses were paid otherwise than in cash, state the details in a note referred to under this caption.
7. Taxes.—The amount included under this caption shall represent taxes (other than taxes on income) applicable to investment income.
8. Interest and debt discount and expense.— State separately (a) interest on funded debt; (b) amortization of debt discount and expense or premium; and (c) other interest.
9. Total investment expenses.10. Investment income less investment ex
penses.11. Provision for certificate reserves.—State
separately provision for additional credits, or any dividends, or any interests, in addition to the minimum maturity or face amount specified in the certificates. State also in an appropriate manner reserve recoveries from surrenders or other causes.
12. Net investment income less provision for certificate reserves.
O t h e r I n c o m e a n d E x p e n s e s
13. Income from other operations.—State separately, with explanation, any material amounts, designating clearly the nature of the transactions out of which the items arose. Income from operations with affiliated companies shall be stated separately. Realized gain or loss on sale of mortgage loans on real estate shall be included under this caption, provided, such sales are part of the ordinary and recurring operations of the business.
14. Expenses applicable to income from other operations.—State separately, with an explanation, any material amounts. Information comparable to that required under caption 6 of this rule shall be given for items shown under this caption.
15. Net income from other operations.
16. Net investment income and net income from other operations before realized gain or loss on investments.
G a in o r L o s s o n I n v e s t m e n t s
17. Realized gain or loss on sales of investments.— (a) State in an appropriate manner the aggregate cost, aggregate proceeds, and net gain or loss from sales of each of the following classes of investments; (i) investments in securities of affiliates; (ii) investments in other securities, showing United States Government bonds and other direct government obligations separately; and (iii) other investments, exclusive of gain or loss on sale of mortgage loans on real estate. See text under caption 13 above.
(b) Transactions in shares of the person for which the statement is filed shall not be included here.
(c) State in a note the aggregate cost of securities acquired during the period, showing separately(i) United States Government bonds and other direct government obligations; (ii) other securities; and (iii) mortgages on real estate.
(d) State the basis followed in determining the cost of investments sold. If a basis other than average cost is used, state, if practicable, the gain or loss computed on the basis of average cost.
18. Realized gain or loss on other transactions.— (a) Include under this caption exchanges of investments. Show the aggregate cost of the investments released, stating, as to interest-bearing obligations, principal and interest separately and, as to the proceeds of the exchanges, the aggregate amount at which the investments acquired were recorded in the accounts.
( b ) Include also under this caption any writedowns required by rule 6-21-6. Show the aggregate cost and the aggregate adjusted cost of the investments involved.
19. Net income before provision for income taxes.
20. Provision for taxes on income.—State separately (a) Federal income taxes, and (b) other income taxes.
21. Net income or loss.—The amount included under this caption shall be carried to the related subdivision of surplus.
A rticle 6B Rule 6-23
36 SECURITIES AND EXCHANGE COMMISSION
Rule 6-24. What Schedules Are To Be Filed.(а) Except as otherwise expressly provided in
the applicable forms:(1) The schedules specified below in this rule
as schedules I, V, X I, X II, and X I I I shall be. filed as of the date of the most recent balance sheet filed for each person and for each group for which separate statements are filed. Such schedules shall be certified if the related balance sheet is certified.
(2) All other schedules specified below in this rule shall be filed for each period for which a profit and loss or income statement is filed, except as indicated below for schedules I I I and IV. Such schedules shall be certified if the related profit and loss or income statement is certified.
(b) The information required in schedules for the registrant, for the consolidated subsidiaries and for the registrant and its subsidiaries consolidated may be presented in the form of a single schedule, provided, that items pertaining to the registrant and to each consolidated subsidiary or group for which separate statements are required are separately shown and that such single schedule affords a properly summarized presentation of the facts.
(c) If the information required by any schedules (including the notes thereto) may be shown in the statements required by rule 6-22 and 6-23 without making such statements unclear or confusing, that procedure may be followed and the schedule omitted.
(d) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the profit and loss or income statement.
A. I n v e s t m e n t S c h e d u l e s
Schedule I. Investment in securities of unaffiliated issuers.
The schedule prescribed by rule 12-35 shall be filed in support of captions 6 (a) and 12 of each balance sheet. Separate schedules shall be furnished in support of each caption, if applicable.
Schedule II. Investments in and advances to affiliates and income thereon.
The schedule prescribed by rule 12-36 shall be filed in support of captions 10 and 13 of each
balance sheet and caption 1 (a) of each profit and loss or income statement. Separate schedules shall be furnished in support of each caption, if applicable.
Schedule III. Mortgage loans on real estate and interest earned on mortgages.
The schedule prescribed by rule 12-37 shall be filed in support of captions 6 (b) and (c) and 12 of each balance sheet and caption 1 (a) (i) of each profit and loss or income statement, except that only the information required by column G and note 8 of the schedule need be furnished in support of profit and loss or income statements for years for which related balance sheets are not required.
Schedule IV. Real estate owned and rental income.
The schedule prescribed by rule 12-38 shall be filed in support of captions 7 and 12 of each balance sheet and caption 1 (a) (iv) of each profit and loss or income statement for rental income included therein, except that only the information required by columns H, I, and J , and item “Rent from properties sold during the period” and note 4 of the schedule need be furnished in support of profit and loss or income statements for years for which related balance sheets are not required.
B. M i s c e l l a n e o u s S c h e d u l e s
Schedule V. Qualified assets on deposit.The schedule prescribed by rule 12-41 shall be
filed in support of note required by caption 11 of rule 6-22 as to total amount of qualified assets on
deposit.
Schedule VI. Amounts due from directors and officers.
The schedule prescribed by rule 12- 03 shall be filed with respect to each person among the directors and officers from whom any amount was owed at any time during the period for which related profit and Joss or income statements are filed. The schedule shall include also amounts due from employees. These amounts may be shown in an aggregate amount setting forth separately the amount due (1) from office employees and (2) sales employees, stating the total number of employees in each class. State if an exemption has been
A rticle 6B Rule 6-24
REGULATION S -X 37
granted by the Commission with respect to amounts included in this schedule.
Schedule VII. Indebtedness to affiliates—Not current.
The schedule prescribed by rule 12-11 shall be filed in support of caption 20 of each balance sheet. This schedule and schedule I I may be combined if desired.
Schedule VIII. Supplementary profit and loss information.
The schedule prescribed by rule 12-39 shall be filed in support of each profit and loss or income statement.
C . R e s e r v e S c h e d u l e s
Schedule IX. Certificate reserves.The schedule prescribed by rule 12-40 shall be
filed in support of caption 16 of each balance sheet.
Schedule X. Reserves—Other.The schedule prescribed by rule 12-13 shall be
filed in support of all other reserves included in the balance sheet.
D. C a p i t a l S e c u r i t i e s
Schedule XI. Funded debt.The schedule prescribed by rule 12-10 shall be
filed in support of caption 19 of each balance sheet.Schedule XII. Capital shares.
The schedule prescribed by rule 12-14 shall be filed in support of caption 25 of each balance sheet.Schedule XIII. Other securities.
Schedules shall be filed in respect of any classes of securities issued by the person for whom the statement is filed, but not included in schedules XT and X II. As to guarantees of securities of other issuers, furnish the information required by rule 12-12. As to warrants or rights granted by the person for whom the statement is filed, to subscribe for or purchase securities to be issued by such person, furnish the information called for by rule 12-15. As to any other securities, furnish information comparable to that called for by rules 12-10, 12-12, 12-14 or 12-15, as appropriate. Information need not be set forth, however, as to notes, drafts, bills of exchange or bankers’ acceptances having a maturity at the time of issuance of less than one year.
ARTICLE 7. INSURANCE COMPANIES OTHER THAN LIFE AND TITLE INSURANCE COMPANIES
Rule 7-01. Application of Article 7.This article shall be applicable to financial
statements filed for insurance companies other than life and title insurance companies.Rule 7-02. General Requirement.
Except as otherwise provided in this article, persons subject to this article shall follow the rules and instructions governing the definition and computation of items in annual statements to their State regulatory authority. If the registrant deviates from such rules and instructions of its State regulatory authority, except in accordance with the provisions of this article, the reason for and effect of such deviation shall be stated.Rule 7-03. Balance Sheets.
Balance sheets filed for insurance companies shall comply with the following provisions:
A SSETS AND O TH ER D E B IT S
1. Real estate owned.2. Mortgage loans on real estate.—State sep
arately (a) first liens and (b) other than first liens.3. Bonds.4. Investments in stocks other than stocks
of affiliates.5. Investments in stocks of affiliates.(а) In insurance companies.—Include only
stocks of insurance companies under this subcaption.
(b) In other affiliates.—Include under this subcaption stocks of other affiliates. If any such “other affiliate” controls insurance companies the stock of such “other affiliate” shall be included under this subcaption, and the fact of such control shall be stated in a note to the balance sheet.
6. Cash and cash items.—State separatelyA rticle 7 Rule 7-03
38 SECURITIES AND EXCHANGE COMMISSION
(a) cash on hand, demand deposits, and time deposits; (b) call loans; and (c) deposits in closed banks or deposits under withdrawal restrictions. Amounts shall be included under (c) at not more than the estimated amount recoverable.
7. Agents’ balances and/or gross premiums in course of collection.
8. Due from other insurance companies.- Include reinsurances recoverable on losses paid, etc.; do not include premium balances.
9. Interest, rent, etc., due and accrued.10. Other assets.—State separately any sig
nificant amounts.Total admitted assets.
L IA B IL IT IE S , CA PITA L STO CK, AND SU R PLU S
11. Net reserve for unpaid losses and claims.12. Estimated expenses of investigation and
adjustment of unpaid claims.13. Unearned premiums.14. Contingent commissions and other com
missions and brokerage due or accrued.15. Salaries, rent, taxes, interest, etc., due or
accrued.16. Due and to become due for borrowed
money.17. Dividends declared and unpaid.—(a) To
stockholders and (b) to policyholders.18. Other liabilities.—State separately any sig
nificant items.19. Capital stock.—State in the balance sheet
for each class of stock the title of issue, the number of shares authorized, and the number of shares outstanding and the capital stock liability thereof. Show also the dollar amount, if any, of capital stock subscribed but unissued, and of subscriptions receivable thereon.
20. Surplus.—(a) Show in the balance sheet the division of this item into (1) paid-in surplus,(2) earned surplus, and (3) unrealized surplus arising from revaluation of assets. However, if, in the accounts, separate balances for these are not shown at the beginning of the period of report,i. e., if the company has not, up to the opening of the period of report, differentiated in its accounting for surplus as indicated above, then the unsegregated items may be stated in one amount.
(b) An analysis of each surplus account setting forth the information prescribed in rule 11-02 Article 7 Rule 7-04
shall be given for each period for which a profit and loss statement is filed, as a continuation of the related profit and loss statement or in the form of a separate statement of surplus, and shall be referred to in the balance sheet. In this statement caption 3, Other additions to surplus, shall be subdivided to show (1) unrealized profit on bonds and stocks from change in market values, (2) unrealized profit on other investments from change in market values, and (3) all others, designating clearly the nature thereof. Likewise, caption 4, Deductions from surplus other than dividends, shall be subdivided to show (A) unrealized loss on bonds and stocks from changes in market values, (B) unrealized loss on other investments from changes in market values, and (C) all others, designating clearly the nature thereof.
Total.SPEC IA L BALANCE SH E E T N O TES
1. State in a note whether or not the company during the period of report wrote mortgage guarantee surety bonds. If so, state the amount of liability in force on mortgage guarantee surety bonds as of the date of the balance sheet.
2. Assets shall be set forth in the balance sheet at admitted asset values. Book values of assets included under captions 1, 2, 3, 4, 5 (a), and 5 (b) shall be shown parenthetically or in a note. There shall also be added as a note to the balance sheet the following:
“The term ‘admitted asset value’ means the ‘asset value’ a t which the respective assets are permitted to be reported to the respective domiciliary State regulatory authority for balance sheet purposes in the annual report in accordance with the rules and regulations of such regulatory authority.
“The term ‘non-admitted assets’ means ‘assets’ other than assets which are so permitted to be reported.”
Rule 7-04. Statement of Non-Admitted Assets.(a) In a separate statement accompanying the
balance sheet, show all non-admitted assets, segregated according to the captions used in the annual statement filed with the respective domiciliary State regulatory authority. Designate by appropriate symbol all non-admitted assets which have been deducted in arriving at the admitted asset value of any item shown in the balance sheet.
(b) File schedules giving the information spec
REGULATION S -X 39ified for the non-admitted assets of the categories enumerated below:
(1) Bills receivable.—File a list of bills and notes receivable exceeding $25,000, giving explanation of how acquired, and present status of transactions.
(2) Advances on contracts.—File an itemized list with a brief explanation of advances on each contract.
(3) Accounts of agents and others.—File a list of (A) all agents’ or brokers’ accounts over $10,000;(B) individual assured accounts over $5,000; and(C) indicate any person so listed which is controlled by any director or officer of the registrant, any principal underwriter of any securities of the registrant sold by the registrant within the past three fiscal years, or any principal holder of equity securities; and give the original date on which the obligation was incurred.Rule 7-05. Profit and Loss or Income Statements.
Profit and loss or income statements filed for insurance companies shall comply with the following provisions:
U N D E R W R IT IN G P R O F IT OR LOSS
1. Premiums earned.2. Losses incurred.—State the total losses in
curred during the year, computed on the following basis: For the first year of a company’s existence, add losses paid and losses outstanding (reported but not paid). For subsequent years, deduct losses outstanding at the end of the previous period from the loss reserves at the end of the present year, and add losses paid during the year.
3. Loss expense incurred.—Add loss expenses paid during the current year to the estimate of expenses and adjustments of unpaid claims, deducting estimate of expenses and adjustments of unpaid claims at the end of the previous year.
4. Balance.5. Commissions and brokerage—Incurred.—
State commissions and brokerage less amount received on return premiums and reinsurance.
6. Salaries and all other compensation of directors and officers—Incurred.
7. All other salaries of employees and agents not paid by commission—Incurred.
8. Taxes, licenses, and fees—Incurred.—State the total amount incurred, excluding income taxes.
9. All other underwriting expenses—Incurred.—State the total amount of all other underwriting expenses incurred not included above. Do not include investment expense under this caption.
10. Profit or loss from underwriting during the period.
11. Other underwriting profit or loss.—Include income or loss from unusual or nonrecurring contingent profits or reinsurance agreements, pools, and other miscellaneous contracts, licenses, and agreements, etc. Give in a note a brief explanation of any items included in this account.
12. Total profit or loss from underwriting.
IN V E ST M E N T IN CO M E OR LOSS
13. Rents earned.14. Interest earned on mortgages.15. Interest earned on bonds.16. Dividends.—(a) From stocks other than
stocks of affiliates and (b) from stocks of affiliates.17. Interest earned on deposits.18. Other investment income. —State separately
any significant items.19. Profit on sale or maturity of investments.20. Total investment income.21. Investment expense.—Include interest on
incumbrances, real estate expense, supervisory service, and other fees, etc. State separately any significant items.
22. Loss on sale or maturity of investments.23. Other investment loss.—State separately
any significant items.24. Net investment income or loss.—Unrealized
profit or loss on bonds, stocks, or other investments resulting from change in market values shall be carried direct to the appropriate surplus account.
25. Net profit or loss before provision for income taxes.
26. Provision for income taxes.—State separately (a) Federal normal income taxes, (b) other Federal income taxes, and (c) other income taxes.
27. Net income or loss after provision for income taxes. Rule 7-06. What Schedules Are To Be Filed.
(a) Except as provided otherwise in the applicable form—
(1) The schedules specified below in this rule as schedules V III, IX , and X and part I of schedules I, II , I II , IV, and VI shall be filed as of the date of
Article 7 Rule 7-06
40 SECURITIES AND EXCHANGE COMMISSION
the most recent balance sheet filed for each person or group. Such schedules shall be certified if the related balance sheet is certified.
(2) All other schedules specified below in this rule shall be filed for each period for which a profit and loss statement is filed. Such schedules shall be certified if the related profit and loss statement is certified.
(b) Reference to the schedules shall be made against the appropriate captions of the balance sheet and the profit and loss statement.
Schedule I. Real estate owned and rents earned.—The schedule prescribed by rule 12-23 shall be filed in support of caption 1 of each balance sheet and caption 13 of each profit and loss statement.
Schedule II. Mortgage loans on real estate and interest earned on mortgages.—The schedule prescribed by rule 12-24 shall be filed in support of caption 2 of each balance sheet and caption 14 of each profit and loss statement.
Schedule I II . Bonds and interest earned on bonds.—The schedule prescribed by rule 12-25 shall be filed in support of caption 3 of each balance sheet and caption 15 of each profit and loss statement.
Schedule IV. Stocks—Other than stocks of affiliates and income from dividends thereon.—The schedule prescribed by rule 12-26 shall be filed in support of caption 4 of each balance sheet and caption 16 (a) of each profit and loss statement.
Schedule V. Summary of investments in secu
rities—Other than securities of affiliates.—Thesummary schedule prescribed by rule 12-27 shall be filed in conjunction with schedules I I I and IV.
Schedule VI. Investments in stocks of affiliates and income from dividends thereon.—The schedule prescribed by rule 12-28 shall be filed in support of caption 5 of each balance sheet and caption 16 (b) of each profit and loss statement.
Schedule VII. Premiums, losses, and commissions.—The schedule prescribed by rule 12-29 shall be filed in support of caption 13 of each balance sheet and captions 1, 2, 3, 5, 6, 7, 8, and 9 of each profit and loss statement.
Schedule V III. Due and to become due for borrowed money.—The schedule prescribed by rule 12-30 shall be filed in support of caption 16 of each balance sheet.
Schedule IX. Capital shares.—The schedule prescribed by rule 12-14 shall be filed in support of caption 19 of each balance sheet.
Schedule X. Other securities.—If there are any classes of securities not included in schedule IX , set forth in this schedule information concerning such securities corresponding to that required for the securities included in such schedule. Information need not be set forth, however, as to notes, drafts, bills of exchange, or bankers’ acceptances, having a maturity at the time of issuance of not exceeding one year.
Schedule XI. Profit and loss on sale or maturity of investments.—The schedule prescribed by rule 12-31 shall be filed in support of captions 19 and 22 of each profit and loss statement.
ARTICLE 8. COMMITTEES ISSUING CERTIFICATES OF DEPOSIT
Rule 8-01. Application of Article 8.This article shall be applicable to financial state
ments filed for committees issuing certificates of deposit.
Rule 8-02. Statements of Assets and Liabilities.Statements of assets and liabilities shall be in
Article 8 Rule 8-02
the following form:
ST A T E M E N T OF A SSETS AND L IA B IL IT IE S
As o f _________________
ASSETSCash____________ ___________________________ ________Receivables (specify)________________________ ________Advances to committee members or s e c r e ta ry ,__ ____
REGULATION S -X 41
Investments in securities (specify) 1. Miscellaneous other assets (specify) 2
Subtotal______________________________Expenses of committee chargeable against de
posited securities 3_________________________
Total_________________________________LIA B IL IT IE S
Notes payable:To banks (detail security)_______________To others (specify and detail security)__
Accounts payable____________________________Other liabilities 4____________________________
T otal_________________________________ _________
1 Each issue of securities shall be shown either here or in a schedule herein referred to. State the basis of determining the amount at which carried and, if available, the aggregate amount at current market quotations.
2 Each class of “ Miscellaneous Other Assets,” if significant, shall be specified either here or in a schedule herein referred to. State the basis for determining the amount at which carried.
3 State in a note to this item any limits fixed by the deposit agreement or otherwise upon the compensation and expenses of the Committee, and also the nature and extent of any lien of the Committee on the deposited securities for such compensation and expenses.
4 (a) Each class of “Other Liabilities” shall be specified either here or in a schedule herein referred to.
(b) In a note describe briefly the nature of any commitment for compensation or other expenditures not included in “Other Liabilities,” and state the amount or any basis agreed upon for determining the amount thereof. Describe briefly the general nature of any services rendered to the Committee, the cost of which is not included in “Other Liabilities” and as to which no commitment for compensation has been made. Separate descriptions of the services of the Committee, the secretary thereof, counsel, accountants, appraisers, depositary, and persons performing similar functions shall be given.Rule 8-03. Statements of Cash Receipts and
Disbursements.Statements of cash receipts and disbursements
shall be in the following form:ST A T E M E N T OF CASH R E C E IP T S AND
D ISB U R SE M E N T S 1RECEIPTS
Proceeds from loans and advances 2—Against deposited securities_____________ ___________Other___________________________________ _________
Assessments—On withdrawn securities Others (specify)________
Total________________
Other receipts—Dividends_______Interest_________All other (specify)
Total
Total receipts________________
DISBURSEMENTS
For committee expenses—Compensation and fees to:
Committee members_________Secretary------------------------------Attorneys-----------------------------Solicitors for deposits------------Depositary__________________Others 3_____________________
Total___________________Interest_____________________Other committee expenses 2—
Total committee expenses..
Other disbursements—Purchase of securities called for depositPurchase of other securities___________All other (specify)____________________
Total other disbursements
Total disbursements________
SUMMARY
Cash balance at beginning of periodAdd total receipts_________________
Total_______________________Deduct total disbursements------------
Cash balance at close of period 4.
1 If statements are required for different periods the statements shall be presented in columnar form, if practicable.
2 Include under this caption only advances to be reimbursed by the Committee. Under each of the two subcaptions state separately amounts received from (a) banks, (b) original underwriters of issues called for deposit, (c) individuals, (d) committee members and (e) others (specify).
3 Such expenses shall be specified in reasonable detail either here or in a schedule herein referred to, indicating amounts for clerical, statistical, and other expenses paid to (a) original underwriters of issues called for deposit and any affiliates of such underwriters and (b) affiliates of committee members.
4 The cash balance at the close of the most recent periodshall agree with the cash shown in the statement of assetsand liabilities as of the same date.
A rticle 8 Rule 8-03
42 SECURITIES AND EXCHANGE COMMISSION
ARTICLE 9. BANK HOLDING COMPANIES AND BANKS
Rule 9-01. Application of Article 9.(а) Bank holding companies.—Financial state
ments filed for bank holding companies shall be prepared in accordance with article 5 and rules 9-02, 9-03, and 9-04 of this article.
(b) Banks.—Financial statements filed for banks shall be prepared in accordance with rule 9-05 of this article.Rule 9-02. Balance Sheets of Bank Holding Com
panies.(a) Notwithstanding the provisions of rule 5-02,
current assets and current liabilities need not be separately classified as such.
(b) Any amounts with respect to affiliated banks includible under the following captions prescribed by rule 5-02 shall be set forth separately under the respective captions:
(1) Caption 1—Cash and cash items.(2) Caption 9—Securities of affiliates.(3) Caption 10—Indebtedness of affiliates—
Not current.(4) Subdivision (a) of caption 22—Notes pay
able.(5) Subdivisions (c) and (e) of caption 25—
Other current liabilities.(6) Caption 29—Indebtedness to affiliates—
Not current.(c) The segregated amounts shown under cap
tion 9, Securities of affiliates, applicable to securities of affiliated banks shall preferably be stated at net tangible asset value.Rule 9-03. Profit and Loss or Income Statements
of Bank Holding Companies.The following captions shall be in complete sub
stitution for captions 1A to 8, inclusive, of rule 5-03.
1. Income.— (a) State separately the total of income from (1) cash dividends, (2) interest, (3) management and service fees, and (4) other income (specifying any significant items), exclusive of profits and income under caption 9, Profits on securities, and caption 10, Miscellaneous other income.
(b) As to dividends, state separately, if significant, the amount from (1) securities of affiliates,(2) marketable securities, and (3) other security investments.A rticle 9 Rule 9-05
(c) State as to any dividends other than cash, the basis on which they have been taken up as income and the justification, if any, for such action. If any such dividends received from affiliates have been credited to income in an amount different from that charged to income or earned surplus by the disbursing company, state the amount of such difference and explain.
(d) As to interest, state separately, if significant, the amount from (1) securities of affiliates and indebtedness of affiliates, (2) marketable securities, and (3) other security investments.
2. Expenses for salaries.—State separately the total of salaries (a) to directors and officers, and(b) to others. If paid in other than cash, state the details in a note referred to in the profit and loss statement.
3. Taxes.—Other than income and excess profits taxes.
4. Other expenses.—State separately by class of expense any significant amounts.
5. Balance.
Rule 9-04. What Schedules Are To Be Filed for Bank Holding Companies.
The following special provisions shall be applicable to the schedules specified in rule 5-04:
Schedule I.—The schedule prescribed by rule 12-02 shall be filed in support of captions 2 and 11 of each balance sheet.
Schedule III.-—The caption of the schedule prescribed by rule 12-04 shall be changed to read as follows: Schedule I I I. Investments in securities of affiliates other than banks.
Schedule III-A .—Investments in securities of affiliates—Banks.—The schedule prescribed by rule 12-32 shall be filed for each balance sheet in support of the special subdivision of caption 9 prescribed by rule 9-02 (b).
Rule 9-05. Statements of Banks.(a) Statements of banks need not be certified.(b) Statements of banks shall be prepared from,
and in substantially the same form as, the '‘Reports of Condition” and the “Reports of Earnings and Dividends” prescribed by the Comptroller of the Currency or the Board of Governors of the Federal Reserve System or the Federal Deposit
REGULATION S -X 43Insurance Corporation. Such statements shall be accompanied by the schedules called for in such “Reports of Condition” except the schedules relating to (1) the names of officers and directors, liabilities, if any, and par value of capital owned;(2) loans or balances exceeding the limit prescribed by State law; (3) contingent liabilities; and(4) branches and branch offices. In case any bank did not report to one of such Federal authorities, the financial data concerning such bank shall be drawn from the reports required by its respective State authority, and shall be commensurate with that required concerning a bank that does report to one of such Federal authorities.
(c) Each statement of a bank and each combined statement of bank subsidiaries required to
be filed shall be supplemented by an attached schedule showing the following:
(1) Book value, and market, or, if there is no market, appraised value, separately stated, of (A) direct obligations of, and obligations fully guaranteed by, the United States Government; (B) investments in affiliated companies principally engaged in holding banking premises or other real estate; and (C) other bonds, stocks, and securities.
(2) Estimated losses not elsewhere provided for on the following bank assets, separately stated: (A) Loans and discounts; (B) bank premises;(C) other real estate; and (D) other assets.
(3) The total of loans and other advances to officers and directors of the registrant and principal holders of equity securities of the registrant.
ARTICLE 10. NATURAL PERSONS
Rule 10-01. Financial Statements of Natural Persons.
A natural person may file the following financial statements in place of any balance sheets and profit and loss statements otherwise required in the applicable form or instructions thereto:
(a) A statement of his assets and liabilities as of a date within 93 days and statements of his income (1) for the calendar year ended prior to such statement of assets and liabilities, and (2) for the two preceding calendar years if the applicable form requires profit and loss statements for three fiscal years. These statements shall be set forth in reasonable detail and need not be certified.
(b) Balance sheets and profit and loss or income statements of—
(1) Every business of which he is sole proprietor;(2) Every partnership in which he has a con
trolling interest;(3) Every business trust, unincorporated associ
ation, or similar business organization in which he has a controlling interest; and
(4) Every corporation in which he owns directly or indirectly securities representing more than fifty percent of the voting power.
(c) Financial statements need not be filed, however, with respect to any corporation or other business organization designated in (3) or (4) of paragraph (b) above if both of the following conditions exist:
(1) His total investment in such corporation or business organization does not exceed five percent of his total assets; and,
(2) His total income from such corporation or business organization does not exceed five percent of his gross income:
Provided, That his aggregate investment in all such corporations and business organizations whose statements are omitted pursuant to this paragraph (c) shall not exceed fifteen percent of his total assets, and that his aggregate income from all such corporations and business organizations shall not exceed fifteen percent of his gross income.
(d) Financial statements required by paragraph (b) above shall be for the dates and periods prescribed for the financial statements of an unconsolidated subsidiary in the applicable form. Such statements shall also conform, so far as practicable, to all other requirements as to financial statements, including requirements as to certification, as set forth in such form.
A rticle 10 Rule 10-01
44
ARTICLE 11. CONTENT OF STATEMENTS OF SURPLUS
SECURITIES AND EXCHANGE COMMISSION
Rule 11-01. Application of Article 11.The article prescribes the content of the state
ments of surplus specified in rules 5-02 (caption 35) and 7-03 (caption 20).Rule 11-02. Statement of Surplus. (See rules 5-03 (a) and (b).)
The analysis shall be given as to each class of surplus set forth in the related balance sheet.
1. Balance at beginning of period.— (a) The balance at the beginning of the period of report may be as per the accounts.
( b ) If the schedule is filed as part of an annual or other periodic report and the balances at the beginning of the period differ from the closing balances, as filed for the previous fiscal period, state the difference and explain.Article 11 Rule 11-02
2. Net income or loss (or net income or loss and special items) from profit and loss statement.
3. Other additions to surplus.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.
4. Deductions from surplus other than dividends.—State separately any material amounts, indicating clearly the nature of the transactions out of which the items arose.
5. Dividends.—For each class of shares state the amount per share and in the aggregate.
(а) Cash.(b) Other.—Specify.6. Balance at close of period.—The balance at
the close of the most recent period shall agree with the related balance sheet caption.
REGULATION S -X 45
Article 12 Rule 12-03
ART
ICLE
12
. FO
RM
AND
CON
TEN
T OF
SC
HED
ULE
S
Rule
12-0
1.
Appl
icatio
n of
Artic
le 12
.
This
artic
le pr
escr
ibes
the
for
m an
d co
nten
t of
the
sche
dule
s re
quire
d by
rules
5-
04,
5A-0
7, 6
-10,
6-1
3, 6
-24,
7-0
6, 9
-04.
Rule
12-0
2.
Mar
keta
ble
Secu
ritie
s—Ot
her
Secu
rity
Inve
stm
ents
.
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Nam
e of
issue
r an
d tit
le
of iss
ue
1N
umbe
r of
shar
es
or un
its—
prin
cipa
l am
ount
of
bond
s an
d no
tes
Am
ount
at
whi
ch
carr
ied
in
bala
nce
shee
t2Va
lue
base
d on
curr
ent
mar
ket
qu
otat
ions
at
bala
nce
shee
t da
te
1 (a
) Ea
ch
issue
sh
all
be sta
ted
sepa
rate
ly,
exce
pt
that
re
ason
able
gr
oup
ings
, w
ithou
t en
umer
atio
n, m
ay
be m
ade
with
re
spec
t to
(1)
secu
ritie
s is
sued
or
guar
ante
ed
by th
e Un
ited
Stat
es
Gov
ernm
ent
and
(2)
inve
stm
ents
as
to
which
th
e ag
greg
ate
amou
nt
carr
ied
in co
lum
n C
is no
t m
ore
than
tw
o pe
rce
nt
of to
tal
asse
ts.
(b)
In th
e ca
se
of ba
nk
hold
ing
com
pani
es
grou
p se
para
tely
(1)
se
curi
ties
of ba
nks
and
(2)
othe
r se
curi
ties,
and
in
colu
mn
C sh
ow
tota
ls for
ea
ch
grou
p.2 S
tate
th
e ba
sis
of de
term
inin
g th
e am
ount
s in
colu
mn
C.
Colu
mn
C
shal
l be
tota
led
to ag
ree
with
th
e re
spec
tive
bala
nce
shee
t ca
ptio
ns.
Rule
12-0
3.
Amou
nts
Due
From
Dire
ctor
s, O
ffice
rs,
and
Prin
cipa
l H
olde
rs
of Eq
uity
Se
curit
ies
Oth
er
Than
A
ffilia
tes.
Colu
mn
E
Bala
nce
rece
ivabl
e at
close
o
f pe
riod
(2)
Not
curr
ent
(1)
Cur
rent
(2
)
Col
lect
ions
2
Colu
mn
D
Ded
uctio
ns
(1)
Amou
nts
writ
ten
off
Colu
mn
C
Add
ition
sBa
lanc
e re
ceiv
able
at
begi
nnin
g of
pe
riod
1
Colum
n B
Colu
mn
A
Nam
e of
debt
or
1 The
ba
lance
at
the
begi
nnin
g of
the
perio
d of
repo
rt ma
y be
as pe
r the
ac
coun
ts.
2 If
colle
ctio
n wa
s ot
her
than
in ca
sh,
expl
ain.
SECURITIES AND EXCHANGE COMMISSION46Ru
le 12
-04.
In
vest
men
ts
in Se
curit
ies
of A
ffilia
tes.
Colu
mn
E
Balan
ce
at clo
se of
perio
d
(2)
Am
ount
in
dolla
rs
(1)
Num
ber
of
shar
es
or
units
. Pr
inci
pal
amou
nt
of
bond
s an
d no
tes
Colu
mn
D
• D
educ
tions
(2)
Am
ount
in
dolla
rs 4
CDN
umbe
r of
sh
ares
or
un
its.
Prin
cipa
l am
ount
of
bo
nds
and
note
s
Colu
mn
C
(2)
Am
ount
in
dolla
rs 3
Add
ition
s
(1)
Num
ber
of
shar
es
or
units
. Pr
inci
pal
amou
nt
of
bond
s an
d no
tes
Balan
ce
at be
ginn
ing
of
peri
od2 A
mou
nt
in do
llars
Colu
mn
B
(2)(1
)N
umbe
r of
sh
ares
or
un
its.
Prin
cipa
l am
ount
of
bo
nds
and
note
s
Nam
e of
issue
r an
d tit
le of
issue
1
Colu
mn
A
1 (a)
Gr
oup
sepa
rate
ly
secu
ritie
s of
(1)
subs
idia
ries
cons
olid
ated
; (2
) su
bsid
iarie
s no
t co
nsol
idat
ed;
and
(3)
othe
r af
filia
tes,
show
ing
shar
es
and
bond
s se
para
tely
in
each
ca
se.
With
in
each
gr
oup
majo
r in
vestm
ents
shal
l be
stated
se
para
tely
. Re
ason
able
gr
oupi
ng
with
out
enum
erat
ion
may
be
made
of
othe
r in
vest
men
ts.
(b)
Thos
e fo
reign
in
vest
men
ts,
the
enum
erat
ion
of wh
ich
would
be
detr
im
enta
l to
the
regi
stra
nt,
may
be gr
oupe
d.2 T
he
balan
ce
at the
be
ginn
ing
of the
pe
riod
of re
port
may
be as
per
the
acco
unts
.
3 If
the
cost
of ad
ditio
ns
in co
lum
n C
repr
esen
ts ot
her
than
cas
h ex
pend
itu
re,
expl
ain.
If
acqu
ired
from
an af
filiat
e (an
d no
t an
orig
inal
issu
e of
that
af
filia
te)
at ot
her
than
co
st to
the
affil
iate
, sho
w su
ch
cost,
pr
ovid
ed
the
acqu
isitio
n by
the
affil
iate
was
with
in
two
year
s pr
ior
to the
ac
quisi
tion
by
the
perso
n for
wh
ich
the
stat
emen
t is
filed
.4 S
tate
: (a)
Co
st of
item
s sol
d an
d how
de
term
ined
; (b
) am
ount
re
ceiv
ed
(if ot
her
than
cash
, ex
plai
n);
and
(c)
disp
ositi
on
of re
sulti
ng
prof
it or
loss
.
Rule
12-0
5.
Inde
bted
ness
of
Affi
liate
s.
Colu
mn
A Co
lum
n B
Colu
mn
C
Nam
e of
affil
iate
1 Ba
lance
re
ceiv
able
at
begi
nnin
g of
perio
d 2
Balan
ce
rece
ivab
le
at clo
se of
perio
d
1 Affi
liates
sh
all
be gr
oupe
d as
in the
re
lated
sc
hedu
les
requ
ired
for
in
vestm
ents
in se
curit
ies
of af
filia
tes.
The
info
rmat
ion
calle
d for
ma
y be
sh
own,
how
ever
, in
tota
l for
ea
ch
colu
mn
for
any
two
or mo
re to
tally
-hel
d su
bsid
iarie
s, pr
ovid
ed
the
num
ber
of su
bsid
iarie
s so
grou
ped
is st
ated
.
2 The
ba
lance
at
the
begi
nnin
g of
the
perio
d of
repo
rt ma
y be
as pe
r th
e ac
coun
ts.
Article 12 Rule 12-05
REGULATION S -X 47
A rticle 12 Rule 12-06
Rule
12-0
6.
Prop
erty
, Pl
ant,
and
Equi
pmen
t.1
Colu
mn
F
Bala
nce
at clo
se
of
perio
d
Colu
mn
E
Othe
r ch
ange
s— de
bit
and/
or
cred
it—de
scrib
e6
Colu
mn
D
Ret
irem
ents
or
sales
5
Colu
mn
C
Addi
tions
at
cost
4
Colu
mn
B
Balan
ce
at be
ginn
ing
of pe
riod
3
Colu
mn
A
Clas
sifica
tion
2
1 If
the
finan
cial
sta
tem
ents
are
be
ing
filed
as pa
rt o
f an
annu
al
or ot
her
perio
dic
repo
rt,
com
men
t br
iefly
on
any
sign
ifica
nt
and
unus
ual
addi
tions
, ab
ando
nmen
ts,
or re
tirem
ents
, or
any
sign
ifica
nt
and
unus
ual
chan
ges
in
the
gene
ral
char
acte
r an
d lo
catio
n, o
f pr
inci
pal
plan
ts
and
othe
r im
port
ant
units
, w
hich
ma
y ha
ve
occu
rred
w
ithin
th
e pe
riod
.2
(a)
Show
by
maj
or
clas
sific
atio
ns
such
as
land
, bu
ildin
gs,
equi
pmen
t, or
leas
ehol
ds.
If su
ch
clas
sific
atio
n is
not
pres
ent
or pr
actic
able
, th
is m
ay
be sta
ted
in on
e am
ount
. Th
e ad
ditio
ns
inclu
ded
in co
lum
n C
shal
l, ho
w
ever
, be
segr
egat
ed
in ac
cord
ance
wi
th
an ap
prop
riate
cl
assi
ficat
ion.
If
pr
oper
ty,
plan
t, an
d eq
uipm
ent
aban
done
d is
carr
ied
at ot
her
than
a
nom
ina
l am
ount
in
dica
te,
if pr
actic
able
, th
e am
ount
th
ereo
f an
d sta
te
the
reas
ons
for
such
tr
eatm
ent.
Item
s of
min
or
impo
rtan
ce
may
be in
clude
d un
der
a m
isce
llane
ous
capt
ion.
(b)
Pu
blic
utili
ty
com
pani
es. —
A pu
blic
utili
ty
com
pany
sh
all,
to the
ex
te
nt
prac
ticab
le,
class
ify
utili
ty
plan
t by
the
type
of
serv
ice
rend
ered
(s
uch
as el
ectr
ic,
gas,
tran
spor
tatio
n, a
nd
wat
er)
and
shal
l sta
te
sepa
rate
ly
unde
r ea
ch
of su
ch
serv
ice
clas
sific
atio
ns
the
maj
or
subc
lass
ifica
tions
of
utili
ty
plan
t ac
coun
ts.
(c)
Min
ing
com
pani
es
usin
g ar
ticle
5A.—
Such
m
inin
g co
mpa
nies
sh
all
inclu
de
here
in
only
depr
ecia
ble
min
e pl
ant
and
equi
pmen
t at
dolla
r am
ount
s re
quire
d by
the
inst
ruct
ions
se
t fo
rth
unde
r ca
ptio
n 13
, pr
oper
ty,
plan
t, an
d eq
uipm
ent
of ar
ticle
5A
. A
min
ing
com
pany
fa
lling
in
to th
is ca
tego
ry
shal
l al
so,
to th
e ex
tent
pr
actic
able
, ob
serv
e th
e ot
her
inst
ruct
ions
se
t fo
rth
unde
r th
is ru
le.
3 The
ba
lanc
e at
the
begi
nnin
g of
the
perio
d of
repo
rt ma
y be
as pe
r th
e ac
coun
ts.
If ne
ither
th
e to
tal
addi
tions
no
r the
to
tal
dedu
ctio
ns
duri
ng
the
perio
d am
ount
to
mor
e th
an
10 pe
rcen
t of
the
closin
g ba
lanc
e an
d a
stat
emen
t to
that
ef
fect
is
mad
e,
the
info
rmat
ion
requ
ired
by co
lum
ns
B,
C,
D,
and
E ma
y be
omitt
ed
prov
ided
th
at
the
tota
ls of
colu
mns
C
and
D
are
give
n in
a fo
otno
te
and
prov
ided
fu
rthe
r th
at
any
info
rmat
ion
requ
ired
by
note
s 4,
5, an
d 6
shal
l be
give
n an
d m
ay
be in
sum
mar
y fo
rm.
4 If
the
chan
ges
in pr
oper
ty
acco
unts
in
colu
mn
C re
pres
ent
anyt
hing
ot
her
than
ad
ditio
ns
from
acqu
isiti
ons,
sta
te
clear
ly
the
natu
re
of th
e ch
ange
s an
d th
e ot
her
acco
unts
af
fect
ed.
If co
st of
prop
erty
ad
ditio
ns
repr
esen
ts
othe
r th
an
cash
ex
pend
iture
s,
expl
ain.
If
acqu
ired
from
an
affil
iate
at
othe
r th
an
cost
to th
e af
filia
te,
show
su
ch
cost
, pr
ovid
ed
the
acqu
isiti
on
by th
e af
filia
te
was
with
in
two
year
s pr
ior
to th
e ac
quis
ition
by
th
e pe
rson
for
w
hich
th
e st
atem
ent
is fil
ed.
5 If
chan
ges
in co
lum
n D
are
state
d at
othe
r th
an
cost
, ex
plai
n if
prac
ti
cabl
e.6
Stat
e cle
arly
th
e na
ture
of
the
chan
ges
and
the
othe
r ac
coun
ts
affe
cted
. If
prov
ision
for
de
prec
iatio
n, d
eple
tion,
and
am
ortiz
atio
n of
prop
erty
, pl
ant,
and
equi
pmen
t is
cred
ited
in th
e bo
oks
dire
ctly
to
the
asse
t ac
coun
ts,
the
amou
nts
shal
l be
state
d in
colu
mn
E wi
th
expl
anat
ions
, in
cludi
ng
the
ac
coun
ts
to wh
ich
char
ged.
48 SECURITIES AND EXCHANGE COMMISSION
Rule
12-0
6A.
Unr
ecov
ered
Co
st In
curr
ed
in the
Pr
omot
iona
l, Ex
plor
ator
y, a
nd
Dev
elop
men
t St
age.
1[F
or
com
mer
cial
, in
dust
rial
, an
d m
inin
g co
mpa
nies
sp
ecifi
ed
in pa
ragr
aphs
(b
) an
d (c
) of
rule
5A-0
1 wh
en
filing
ap
plic
atio
ns
for
regi
stra
tion
on Fo
rm
10
and
annu
al
repo
rts
on Fo
rm
10-K
, pu
rsua
nt
to th
e pr
ovisi
ons
of the
Se
curit
ies
Exch
ange
Ac
t of
1934
]
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Colu
mn
E
Clas
sific
atio
n 2
Bala
nce
at be
ginn
ing
of pe
riod
3 A
dditi
ons
at co
st4
Ded
uctio
ns
5 Ba
lanc
e at
close
of
perio
d 6
A rticle 12 Rule 12-06A
1 Inc
lude
in
this
sche
dule
on
ly un
reco
vere
d co
st in
curr
ed
in pr
omot
iona
l, ex
plor
ator
y,
and
deve
lopm
ent
work
pa
id
for
in ca
sh,
or to
be pa
id
for
in
cash
, an
d,
when
ap
prop
riat
e,
depr
ecia
tion,
de
plet
ion,
an
d am
ortiz
atio
n of
as
sets
exte
nded
at
dolla
r am
ount
s un
der
capt
ions
13
and
13A
of ru
le 5A
-02.
2 Sh
ow
by m
ajor
cl
assi
ficat
ions
un
der
(1)
deve
lopm
ent
expe
nses
, (2)
pl
ant
and
equi
pmen
t m
aint
enan
ce
expe
nses
, (3)
re
habi
litat
ion
expe
nses
, (4
) ge
nera
l ad
min
istr
ativ
e ex
pens
es
incu
rred
in
a pe
riod
when
th
ere
was
littl
e or
no ac
tual
m
inin
g,
and
(5)
othe
r ex
pens
es.
If un
reco
vere
d co
st in
curr
ed
in ex
plor
atio
n an
d de
velo
pmen
t wo
rk
aban
done
d is
carr
ied
at ot
her
than
a
nom
inal
am
ount
in
dica
te,
if pr
actic
able
, th
e am
ount
th
ereo
f an
d st
ate
the
reas
on
for
such
tr
eatm
ent.
Item
s of
min
or
impo
rtan
ce
may
be in
clud
ed
unde
r a
mis
cella
neou
s ca
ptio
n.3
The
bala
nce
at th
e be
ginn
ing
of th
e pe
riod
of re
port
may
be
as pe
r th
e ac
coun
ts.
If ne
ither
th
e to
tal
addi
tions
no
r th
e to
tal
dedu
ctio
ns
durin
g th
e pe
riod
amou
nt
to m
ore
than
10
perc
ent
of th
e clo
sing
bala
nce
and
a st
ate
men
t to
that
ef
fect
is
mad
e, t
he
info
rmat
ion
requ
ired
by co
lum
ns
B, C
, an
d D
may
be om
itted
pr
ovid
ed
that
th
e to
tals
of co
lum
ns
C an
d D
are
give
n in
a
foot
note
an
d pr
ovid
ed
furt
her
that
an
y in
form
atio
n re
quire
d by
note
s 4,
5,
and
6 sh
all
be gi
ven
and
may
be
in su
mm
ary
form
.4
If th
e ch
ange
s in
unre
cove
red
cost
inc
urre
d in
prom
otio
nal,
expl
orat
ory,
an
d de
velo
pmen
t wo
rk
in co
lum
n C
repr
esen
t an
ythi
ng
othe
r th
an
addi
tions
fro
m ac
quis
ition
s,
state
cle
arly
th
e na
ture
of
the
chan
ges
and
the
othe
r ac
coun
ts
affe
cted
. If
acqu
ired
from
an af
filia
te
at ot
her
than
co
st to
the
affil
iate
, sho
w su
ch
cost
, pr
ovid
ed
the
acqu
isiti
on
by th
e af
filia
te
was
w
ithin
tw
o ye
ars
prio
r to
the
acqu
isiti
on
by th
e pe
rson
for
w
hich
th
e st
ate
men
t is
filed
.
5 (a)
In
clud
e in
this
colu
mn
unre
cove
red
cost
incu
rred
in
deve
lopm
ent
and
expl
orat
ory
work
ab
ando
ned
and
writ
ten
off.
If su
ch
aban
donm
ents
are
sta
ted
at ot
her
than
ca
sh
cost
, ex
plai
n if
prac
ticab
le.
(b)
Incl
ude
in th
is co
lum
n pr
ocee
ds
from
ore
sales
an
d ot
her
inco
me
if
so cr
edite
d on
the
book
s;
stat
e se
para
tely
an
d de
scri
be.
(c)
If pr
ovis
ions
for
am
ortiz
atio
n of
unre
cove
red
cost
incu
rred
in
pr
omot
iona
l, ex
plor
ator
y, a
nd
deve
lopm
ent
work
are
cr
edite
d in
the
book
s di
rect
ly
to su
ch
defe
rred
ex
pens
e ac
coun
ts,
the
amou
nts
shal
l be
stat
ed
in
colu
mn
D wi
th
expl
anat
ions
, in
cludi
ng
the
acco
unts
to
whi
ch
char
ged.
6 Th
e ba
lanc
e at
the
close
of
the
perio
d for
ea
ch
maj
or
clas
sific
atio
n se
t fo
rth
in th
is sc
hedu
le
shal
l be
subd
ivid
ed
and
pres
ente
d in
thre
e ad
ditio
nal
colu
mns
, if
prac
ticab
le,
to sh
ow
the
amou
nt
of un
reco
vere
d co
st in
curr
ed
in pr
omot
iona
l, ex
plor
ator
y,
and
deve
lopm
ent
work
ac
cum
ulat
ed
and
adde
d du
ring
(a)
the
five
year
s pr
ior
to th
e da
te of
the
rela
ted
stat
emen
t of
asse
ts an
d un
reco
vere
d pr
omot
iona
l, ex
plor
ator
y,
and
deve
lopm
ent
cost
s, (b)
th
e pe
riod
of th
e six
th
to fif
teen
th
year
in
clusiv
e pr
ior
to th
e da
te
of th
e re
late
d st
atem
ent
of as
sets
and
unre
cove
red
prom
otio
nal,
expl
orat
ory,
an
d de
velo
pmen
t co
sts,
and
(c)
the
pe
riod
from
the
ince
ptio
n of
the
regi
stra
nt
and
its
pred
eces
sors
to
the
fifte
enth
ye
ar
prio
r to
the
date
of th
e re
late
d st
atem
ent
of as
sets
an
d un
reco
vere
d pr
omot
iona
l, ex
plor
ator
y, a
nd
deve
lop
men
t co
sts.
If it
is im
prac
ticab
le
to su
bdiv
ide
the
tota
l of
each
m
ajor
cl
assi
ficat
ion
set
forth
in
colu
mn
E,
the
gran
d to
tal
of su
ch
colu
mn
shal
l ne
vert
hele
ss
be su
bdiv
ided
in
the
man
ner
indi
cate
d in
the
imm
edia
tely
pr
eced
ing
sent
ence
in
which
ca
se
the
info
rmat
ion
may
be fu
rnish
ed
in a
foot
note
to
this
sche
dule
.
REGULATION S -X 49Ru
le 12
-07.
Re
serv
es
for
Dep
reci
atio
n, D
eple
tion,
and
A
mor
tizat
ion
of Pr
oper
ty,
Plan
t, an
d Eq
uipm
ent.1
Colu
mn
E
Balan
ce
at
close
of
perio
d
Colu
mn
D
Ded
uctio
ns
from
rese
rves (2
)
Oth
er—
de
scrib
e
(1)
Ret
irem
ents
, re
newa
ls, a
nd
repl
acem
ents
Colu
mn
C
Add
ition
s
(2)
Ch
arge
d to
othe
r ac
coun
ts—
de
scrib
e
(1)
Char
ged
to pr
ofit
and
loss
or
inco
me
Colu
mn
B
Balan
ce
at
begi
nnin
g of
perio
d 3
Colu
mn
A
Des
crip
tion
2
1 (a)
If
othe
r re
serv
es
are
crea
ted
in lie
u of
depr
ecia
tion
rese
rves
, th
e sa
me
info
rmat
ion
shal
l be
give
n wi
th
resp
ect
to th
em.
( b)
Inso
far
as am
ount
s for
de
prec
iatio
n,
depl
etio
n,
and
amor
tizat
ion
are
cred
ited
to th
e pr
oper
ty
acco
unts
, su
ch
amou
nts
shal
l be
show
n in
the
sche
dule
of
prop
erty
, pl
ant,
and
equi
pmen
t, as
ther
e re
quir
ed.
(c)
Min
ing
com
pani
es
usin
g ar
ticle
5A. —
Such
m
inin
g co
mpa
nies
sh
all
inclu
de
here
in
only
the
amou
nt
of th
e re
serv
e for
de
prec
iatio
n,
depl
etio
n,
and
amor
tizat
ion
of m
ine
prop
erty
, pl
ant,
and
equi
pmen
t, an
d un
reco
vere
d pr
omot
iona
l, ex
plor
ator
y, a
nd
deve
lopm
ent
costs
ap
plic
able
to
the
amou
nts
set
forth
in
the
sche
dule
file
d pu
rsua
nt
to ru
le 12
-06
and
rule
12-0
6A.
A
min
ing
com
pany
fa
lling
in
to
this
cate
gory
sh
all
also
, to
the
exte
nt
pra
cti
cabl
e, o
bser
ve
the
othe
r in
stru
ctio
ns
set
forth
un
der
this
rule
.2 I
f pr
actic
able
, re
serv
es
shal
l be
show
n to
corr
espo
nd
with
th
e cl
assi
fica
tions
of
prop
erty
se
t fo
rth
in th
e re
late
d sc
hedu
le
of pr
oper
ty,
plan
t, an
d eq
uipm
ent,
sepa
ratin
g es
peci
ally
de
prec
iatio
n,
depl
etio
n,
amor
tizat
ion,
and
pr
ovisi
on
for
retir
emen
t.3 T
he
bala
nce
at the
be
ginn
ing
of the
pe
riod
of re
port
may
be
as pe
r th
e ac
coun
ts.
Rule
12-0
8.
Inta
ngib
le
Ass
ets.
1
Colu
mn
F
Bala
nce
at
clo
se
of
perio
d
Colu
mn
E
Oth
er
chan
ges—
de
bit
and/
or
cred
it—de
scrib
e(2
)
Char
ged
to ot
her
acco
unts
—de
scrib
e
Colum
n D
Ded
uctio
ns 5
(1)
Char
ged
to pr
ofit
and
loss
or
inco
me
Colu
mn
C
Addi
tions
at
co
st—
desc
ribe
4
Colu
mn
B
Bala
nce
at
begi
nnin
g of
pe
riod
3
Colum
n A
Des
crip
tion
2
1 If
in th
e ac
coun
ts
it is
not
prac
ticab
le
to se
para
te
inta
ngib
le
asse
ts
from
pr
oper
ty,
plan
t, an
d eq
uipm
ent,
the
info
rmat
ion
here
re
quire
d m
ay
be in
clu
ded
in th
e sc
hedu
le
for
prop
erty
, pl
ant,
and
equi
pmen
t. In
such
ev
ent
state
in
the
bala
nce
shee
t an
y kn
own
amou
nt
of in
tang
ible
s so
incl
uded
wi
th an
indi
catio
n th
at
a fu
rthe
r un
know
n am
ount
of
inta
ngib
les
is
also
so in
clud
ed.
2 Sho
w by
maj
or
clas
sific
atio
ns,
such
as
pate
nts,
or
good
will
. If
such
cl
assi
ficat
ion
is no
t pr
esen
t or
prac
ticab
le,
this
may
be sta
ted
in on
e am
ount
. Th
e ad
ditio
ns
inclu
ded
in co
lum
n C
shal
l, ho
wev
er,
be se
greg
ated
in
acco
rd
ance
wi
th
an ap
prop
riate
cl
assi
ficat
ion.
Ite
ms
of m
inor
im
port
ance
ma
y be
in
clude
d un
der
a m
isce
llane
ous
capt
ion.
3 The
ba
lanc
e at
the
begi
nnin
g of
the
perio
d of
repo
rt ma
y be
as pe
r th
e ac
coun
ts.
If ne
ither
th
e to
tal
addi
tions
no
r th
e to
tal
redu
ctio
ns
durin
g th
e pe
riod
amou
nt
to m
ore
than
10
perc
ent
of th
e clo
sing
bala
nce
and
a st
ate-
A rticle 12 Rule 12-08
men
t to
that
ef
fect
is
mad
e, c
olum
ns
B, C
, D
, an
d E
may
be om
itted
by
any
com
pany
ot
her
than
a
publ
ic ut
ility
co
mpa
ny.
Any
info
rmat
ion
requ
ired
by
note
4 or
5 sh
all,
how
ever
, be
give
n an
d m
ay
be in
sum
mar
ized
fo
rm.
4 If
the
chan
ges
in ac
coun
ts
in co
lum
n C
repr
esen
t an
ythi
ng
othe
r th
an
addi
tions
fro
m ac
quis
ition
s, s
tate
cle
arly
th
e na
ture
of
the
chan
ges
and
the
othe
r ac
coun
ts
affe
cted
. If
cost
of ad
ditio
ns
repr
esen
ts
othe
r th
an
cash
ex
pend
iture
s, e
xpla
in.
If ac
quire
d fro
m an
affil
iate
at
othe
r th
an
cost
to th
e af
filia
te,
show
su
ch
cost
, pr
ovid
ed
the
acqu
isiti
on
by th
e af
filia
te
was
with
in
two
year
s pr
ior
to th
e ac
quis
ition
by
the
pers
on
for
which
th
e st
atem
ent
is
filed
.5 I
f pr
ovisi
on
for
depr
ecia
tion
and
amor
tizat
ion
of in
tang
ible
as
sets
is
cr
edite
d in
the
book
s di
rect
ly
to th
e in
tang
ible
as
set
acco
unts
, th
e am
ount
s sh
all
be st
ated
in
colu
mn
D wi
th
expl
anat
ions
, in
cludi
ng
the
acco
unts
to
wh
ich
char
ged.
50 SECURITIES AND EXCHANGE COMMISSION
A rticle 12 Rule 12-10
Rule
12-0
9.
Rese
rves
for
D
epre
ciatio
n an
d A
mor
tizat
ion
of In
tang
ible
A
sset
s.1
Col
umn
E
Bala
nce
at
close
of
perio
d
Colu
mn
D
Ded
uctio
ns
from
re
serv
es—
de
scrib
e(2
)
Char
ged
to ot
her
acco
unts
—
desc
ribe
Colu
mn
C
Add
ition
s
(1)
Char
ged
to pr
ofit
and
loss
or
inco
me
Colu
mn
B
Bala
nce
at
begi
nnin
g of
pe
riod
3
Colu
mn
A
Des
crip
tion
2
1 Ins
ofar
as
amou
nts
for
depr
ecia
tion
and
amor
tizat
ion
are
cred
ited
to
the
inta
ngib
le
asse
t ac
coun
ts,
such
am
ount
s sh
all
be sh
own
in th
e sc
hedu
le
of in
tang
ible
as
sets
, as
ther
e re
quir
ed.
2 If
prac
ticab
le,
rese
rves
sh
all
be sh
own
to co
rresp
ond
with
the
cl
assi
fica
tion
in the
re
lated
sc
hedu
le of
inta
ngib
le
asse
ts.
3 The
ba
lance
at
the
begi
nnin
g of
the
perio
d of
repo
rt ma
y be
as pe
r the
ac
coun
ts.
Rule
12-1
0.
Bond
s, M
ortg
ages
, an
d Si
mila
r D
ebt.1
Colu
mn
H
Amou
nt
held
by af
filia
tes
for
which
st
atem
ents
ar
e file
d he
rewi
th
6
(2)
Oth
ers
i
(1)
Pers
ons
incl
uded
inco
nsol
idat
ed
stat
emen
t7
Colum
n G
j
Am
ount
pl
edge
d by
is
suer
th
ereo
f 5
Colu
mn
F
Am
ount
in
sink
ing
and
othe
r sp
ecia
l fu
nds
of
issu
er
ther
eof
5
Colu
mn
E
Am
ount
incl
uded
in
sum
ex
tend
ed
unde
r ca
ptio
n “b
onds
, m
ortg
ages
an
d si
mila
r de
bt”
in re
late
d ba
lanc
e sh
eet4
Amou
nt
inclu
ded
in
co
lumn
C, w
hich
is
(2
)
Not
held
by
or fo
r ac
coun
t
of iss
uer
th
ereo
f
i
Colu
mn
D
t
Held
by or
for
ac
coun
t of
issu
er
ther
eof
Colu
mn
C
Am
ount
is
sued
an
d no
t re
tired
or
ca
ncell
ed
3
Colu
mn
B
Am
ount
auth
oriz
edby
inde
ntur
e
i
Colum
n A
Nam
e of
issue
r an
d tit
le
of ea
ch
issue
2
1 Ind
icat
e in
a no
te to
the
mos
t re
cent
sc
hedu
le
filed
for
a pa
rtic
ular
pe
rson
or
grou
p an
y si
gnifi
cant
ch
ange
s sin
ce
the
date
of
the
rela
ted
bala
nce
shee
t. Th
is in
form
atio
n ne
ed
not
be gi
ven,
ho
wev
er,
if th
e sc
hedu
le
is
filed
as pa
rt of
an an
nual
or
othe
r pe
riodi
c re
port
.2 I
nclu
de
in th
is co
lum
n ea
ch
issue
au
thor
ized
, w
heth
er
issue
d or
not
and
whe
ther
el
imin
ated
in
cons
olid
atio
n or
not.
For
each
iss
ue
liste
d giv
e th
e in
form
atio
n ca
lled
for
by co
lum
ns
B to
H,
incl
usiv
e.3
Indi
cate
by
mea
ns
of an
appr
opria
te
sym
bol
any
issue
s of
which
ad
di
tiona
l am
ount
s m
ay
be is
sued
.4 T
his
colu
mn
is to
be to
tale
d to
corr
espo
nd
to th
e re
late
d ba
lanc
e sh
eet
capt
ion.
5 Ind
icat
e by
mea
ns
of an
appr
opria
te
sym
bol
any
amou
nts
not
incl
uded
in
subc
olum
n D
(1).
6 A
ffilia
tes
for
whi
ch
stat
emen
ts
are
filed
here
with
sh
all
inclu
de
affi
liate
s for
w
hich
se
para
te
finan
cial
st
atem
ents
are
fil
ed
and
thos
e in
clude
d in
co
nsol
idat
ed
or co
mbi
ned
stat
emen
ts,
othe
r th
an
the
issue
r of
the
part
icul
ar
secu
rity
.7 I
nclu
de
in th
is su
bcol
umn
only
amou
nts
held
by pe
rson
s in
clude
d in
th
e co
nsol
idat
ed
stat
emen
t in
supp
ort
of w
hich
th
is sc
hedu
le
is be
ing
filed
. If
not
elim
inat
ed
in th
e co
nsol
idat
ion,
exp
lain
in
a no
te.
REGULATION S-X 51
A rticle 12 Rule 12-12
Rule
12-1
1.
Inde
bted
ness
to
Affi
liate
s—No
t C
urre
nt.
Colu
mn
A Co
lum
n B
Colu
mn
C
Nam
e of
affil
iate
1
Bala
nce
paya
ble
at be
ginn
ing
of pe
riod
2 Ba
lanc
e pa
yabl
e at
close
of
peri
od
1 Affi
liate
s sh
all
be gr
oupe
d as
in th
e re
late
d sc
hedu
les
requ
ired
for
inve
stm
ents
in
secu
ritie
s of
affil
iate
s.
The
info
rmat
ion
calle
d for
ma
y be
sh
own,
how
ever
, in
tota
l for
ea
ch
colu
mn
for
any
two
or m
ore
tota
lly-h
eld
subs
idia
ries
, pr
ovid
ed
the
num
ber
of su
bsid
iarie
s so
grou
ped
is st
ated
.
2 Th
e ba
lanc
e at
the
begi
nnin
g of
the
perio
d of
repo
rt m
ay
be as
per
the
acco
unts
.
Rule
12-1
2.
Gua
rant
ees
of Se
curit
ies
of Ot
her
Issu
ers.
1
Colu
mn
G
Nat
ure
of an
y de
faul
t by
iss
uer
of se
curit
ies
guar
an
teed
in
prin
cipa
l, in
tere
st,
sinkin
g fu
nd
or re
dem
ptio
n pr
ovis
ions
, or
paym
ent
of
divi
dend
s 4
Colu
mn
F
Natu
re
of
guar
ante
e 3
Colu
mn
E
Am
ount
in
treas
ury
of iss
uer
of
secu
ritie
s gu
aran
teed
Colu
mn
D
Am
ount
ow
ned
by pe
rson
or
pers
ons
for
whi
ch
stat
emen
t is
fil
ed
Colu
mn
C
Tota
l
amou
nt
guar
ante
ed
and
outs
tand
ing2
i
Colu
mn
B
Title
of
issue
of
ea
ch
class
of
se
curit
ies
guar
an
teed
Colu
mn
A
Nam
e of
issue
r of
se
curit
ies
guar
ante
ed
by pe
rson
for
whi
ch
stat
emen
t is
filed
1 Ind
icat
e in
a no
te to
the
mos
t re
cent
ba
lanc
e sh
eet
filed
for
a pa
rtic
ular
pe
rson
or
grou
p an
y si
gnifi
cant
ch
ange
s sin
ce
the
date
of
the
rela
ted
bala
nce
shee
t. Th
is in
form
atio
n ne
ed
not
be gi
ven,
how
ever
, if
the
sche
dule
is
filed
as
part
of an
annu
al
or ot
her
perio
dic
repo
rt.
If th
is sc
hedu
le
is file
d in
su
ppor
t of
cons
olid
ated
st
atem
ents
or
grou
p st
atem
ents
, th
ere
shal
l be
set
forth
gu
aran
tees
by
any
pers
on
inclu
ded
in th
e co
nsol
idat
ion
or gr
oup.
2 In
dica
te
any
amou
nts
inclu
ded
in co
lum
n C
whi
ch
are
inclu
ded
also
in
colu
mn
D or
E.
3 The
re
need
be
mad
e on
ly a
brie
f st
atem
ent
of th
e na
ture
of
the
guar
ante
e,
such
as
"Gua
rant
ee
of pr
inci
pal
and
inte
rest
,” “G
uara
ntee
of
inte
rest
” or
“G
uara
ntee
of
divi
dend
s.”
If th
e gu
aran
tee
is of
inte
rest
or
divi
dend
s,
stat
e th
e an
nual
agg
rega
te
amou
nt
of in
tere
st
or di
vide
nds
so gu
aran
teed
.4 O
nly
a br
ief
stat
emen
t as
to an
y su
ch
defa
ults
ne
ed
be m
ade.
52 SECURITIES AND EXCHANGE COMMISSION
Article 12 Rule 12-14
Rule
12-1
3.
Res
erve
s.
Colu
mn
E
Bala
nce
at
close
of
perio
d
Colu
mn
D
Ded
uctio
ns
from
rese
rves
—
desc
ribe
Colu
mn
C
Add
ition
s
(2)
Char
ged
to
othe
r ac
coun
ts—
de
scrib
e
(1)
Char
ged
to
prof
it an
d lo
ss
or in
com
e
Colu
mn
B
Bala
nce
at
begi
nnin
g of
pe
riod
2
Colu
mn
A
Des
crip
tion
1
1 List
, by
maj
or
clas
ses,
all
rese
rves
no
t in
clude
d in
spec
ific
sche
dule
s. Id
entif
y ea
ch
such
cla
ss of
rese
rves
by
desc
riptiv
e tit
le.
Grou
p (a)
th
ose
rese
rves
wh
ich
are
dedu
cted
in
the
bala
nce
shee
t fro
m the
as
sets
to w
hich
the
y ap
ply
and
(b)
thos
e re
serv
es
which
su
ppor
t the
ba
lanc
e sh
eet
capt
ion
Rese
rves
, no
t sh
own
else
wher
e.
Spec
ial
cont
inge
ncy
rese
rves
ma
y be
grou
ped
Rule
12-1
4.
Capi
tal
Shar
es.1
in on
e to
tal.
Rese
rves
as
to wh
ich
the
addi
tions
, de
duct
ions
, an
d ba
lanc
es
were
not
signi
fican
t ma
y be
grou
ped
in on
e to
tal
and
in su
ch
case
the
info
rmat
ion
calle
d for
un
der
colu
mns
C
and
D ne
ed
not
be gi
ven.
2 Exc
ept
in the
ca
se
of a
bank
ho
ldin
g or
inve
stmen
t co
mpa
ny,
the
bala
nce
at the
be
ginn
ing
of the
pe
riod
of re
port
may
be as
per
the
acco
unts
.
Colu
mn
H
Num
ber
of
shar
es
re
serv
ed
for
optio
ns,
war
rant
s,
conv
ersi
ons,
an
d ot
her
righ
ts
Colu
mn
G
Num
ber
of sh
ares
re
serv
ed
for
offic
ers
and
em
ploy
ees
Colu
mn
F J
Num
ber
of sh
ares
he
ld by
affil
iate
s fo
r wh
ich
stat
emen
ts
are
filed
here
with
4 (2)
Oth
ers
(1)
Pers
ons
incl
uded
in
cons
oli
dated
st
ate
men
ts 5
Colu
mn
E
Shar
es
outs
tand
ing
as sh
own
on or
in
clude
d in
rela
ted
bala
nce
shee
t un
der
capt
ion
“cap
ital
shar
es”
(2)
Am
ount
at
whi
ch
carr
ied3
(1)
Num
ber
Colu
mn
D
Num
ber
of sh
ares
in
clude
d in
colu
mn
C wh
ich
are
(2)
Not
held
by
or fo
r ac
coun
t of
issu
er
ther
eof
(1)
Held
by
or fo
r ac
coun
t of
issu
er
ther
eof
Colu
mn
C
Num
ber
of sh
ares
iss
ued
and
not
retir
ed
or ca
nce
lled
Colu
mn
B
Num
ber
of sh
ares
au
thor
ized
by
char
ter
Colu
mn
A j
Nam
e of
issue
r an
d tit
le of
issu
e2
1 Ind
icat
e in
a no
te to
the
mos
t re
cent
sc
hedu
le file
d for
a
part
icul
ar
perso
n or
grou
p an
y sig
nific
ant
chan
ges
since
the
da
te of
the
relat
ed
bala
nce
shee
t. Th
is in
form
atio
n ne
ed
not
be gi
ven,
ho
wev
er,
if the
sc
hedu
le is
f iled
as pa
rt of
an an
nual
or
othe
r pe
riodi
c re
port.
2 In
clude
in
this
colu
mn
each
iss
ue
auth
oriz
ed,
whe
ther
iss
ued
or no
t, an
d w
heth
er
elim
inat
ed
in co
nsol
idat
ion
or no
t, Pr
ovid
ed,
That
wh
en
this
sc
hedu
le is
filed
in su
ppor
t of
a co
nsol
idat
ed
stat
emen
t, the
in
form
atio
n re
quire
d by
colu
mns
A
to H,
inc
lusiv
e, n
eed
not
be giv
en
as to
any
cons
oli
dated
su
bsid
iary
if
all
of the
ou
tsta
ndin
g sh
ares
of
each
iss
ue
of ca
pita
l sh
ares
(o
ther
tha
n di
rect
ors’
qual
ifyin
g sh
ares
) of
such
su
bsid
iary
are
he
ld
by on
e or
more
of the
pe
rson
s in
clude
d in
such
co
nsol
idat
ed
stat
emen
t; if
the
answ
er
to co
lum
ns
G an
d H
would
be
none
; an
d if
a fo
otno
te
indi
catin
g su
ch
omiss
ion
is gi
ven.
Fo
r ea
ch
issue
lis
ted
give
the
info
rmat
ion
calle
d for
by
colu
mns
B
to H,
inc
lusi
ve.
3 Thi
s co
lum
n is
to be
tota
led
to co
rresp
ond
to the
re
lated
ba
lanc
e sh
eet
capt
ion.
In
the
case
of co
nsol
idat
ed
subs
idia
ries
only
the
min
ority
in
tere
st
need
be
set
forth
.4 A
ffilia
tes
for
which
st
atem
ents
are
file
d he
rewi
th
shal
l in
clude
af
filia
tes
for
which
se
para
te
finan
cial
st
atem
ents
are
file
d an
d th
ose
inclu
ded
in
cons
olid
ated
or
com
bine
d st
atem
ents
, ot
her
than
the
issue
r of
the
part
icul
ar
secu
rity.
5 In
clud
e in
this
subc
olum
n on
ly am
ount
s he
ld by
pers
ons
inclu
ded
in
the
cons
olid
ated
st
atem
ent
in su
ppor
t of
which
thi
s sc
hedu
le
is be
ing
filed
. If
not
elim
inat
ed
in the
co
nsol
idat
ion,
ex
plain
in
a fo
otno
te.
REGULATION S-X 53
Article 12 Rule 12-16
Rule
12-1
5.
War
rant
s or
Rig
hts.1
Colu
mn
G
Price
at
whi
ch
war
rant
or
ri
ght
exer
cisa
ble
Colu
mn
F
Exp
irat
ion
date
of w
arra
nts
or ri
ghts
Colu
mn
E
Date
fr
om
which
w
arra
nts
or rig
hts
are
ex
erci
sabl
e
Colu
mn
D
Agg
rega
te
amou
nt
of
secu
ritie
s ca
lled
for
by
war
rant
s or
rig
hts
out
stan
ding
Colu
mn
C
Num
ber
of
war
rant
s or
rig
hts
out
stan
ding
2
Colu
mn
B
Am
ount
of
se
curit
ies
calle
d for
by
eac
h w
arra
nt
or ri
ght
Colu
mn
A
Title
of
issue
of
secu
ritie
s ca
lled
for
by w
arra
nts
or ri
ghts
1 Ind
icat
e in
a no
te to
the
mos
t re
cent
sc
hedu
le file
d for
a
part
icul
ar
perso
n or
grou
p an
y sig
nific
ant
chan
ges
since
the
da
te of
the
relat
ed
bala
nce
shee
t. Th
is in
form
atio
n ne
ed
not
be gi
ven,
ho
wev
er,
if the
sc
hedu
le is
filed
as pa
rt of
an an
nual
or
othe
r pe
riodi
c re
port.
2 Stat
e se
para
tely
am
ount
s he
ld by
pers
ons
for
which
se
para
te
stat
em
ents
are
filed
or wh
ich
are
inclu
ded
in co
nsol
idat
ed
or co
mbi
ned
stat
em
ents,
ot
her
than
the
issue
r of
the
parti
cula
r se
curit
y.
Rule
12-1
6.
Supp
lemen
tary
Pr
ofit
and
Loss
Info
rmat
ion.
1
Co
lum
n D
t
Tot
al
Colu
mn
C2
Char
ged
to ot
her
acco
unts
(2)
Am
ount
(1)
Acc
ount
Colu
mn
B 2
Char
ged
dire
ctly
to pr
ofit
and
loss
(2)
Oth
er
(1)
i
To
cost
of go
ods
sold
(rule
5-03
-2A
) or
oper
atin
g ex
pens
es
(rul
e 5-
03-2
B)3
Colu
mn
A
Item
1 Stat
e for
ea
ch
of the
ite
ms
noted
in
colum
n A
the
tota
l ca
lled
for
in
colum
n D
and,
if
prac
ticab
le,
set
forth
the
de
tails
calle
d for
in
colu
mns
B
and
C.2
Tota
ls ma
y be
stated
in
the
resp
ectiv
e co
lum
ns
unde
r co
lum
n B
with
out
furth
er
desig
natio
n of
the
acco
unts
to wh
ich
char
ged.
If
prac
ticab
le,
desig
nate
in
colu
mn
C the
ac
coun
ts to
which
ch
arge
d.
3 Do
no
t in
clude
in
this
colu
mn
amou
nts
dedu
cted
in
the
prof
it an
d lo
ss
stat
emen
t un
der
the
capt
ion
Othe
r op
erat
ing
expe
nses
(ru
le 5-
08-3
).4 S
tate
sepa
rate
ly
each
m
ater
ial
item
.5 I
f the
ag
greg
ate
amou
nt
of re
nts
and
roya
lties
is
not
mat
eria
l, a
stat
em
ent
to th
at
effec
t wi
ll su
ffice
. St
ate
rent
s an
d ro
yalti
es
sepa
rate
ly
if ei
ther
am
ount
is
mat
eria
l.
1. M
aint
enan
ce
and
repa
irs_
____
____
____
____
____
____
____
____
____
____
__2.
Dep
reci
atio
n, d
eple
tion,
and
am
ortiz
atio
n of
fixed
an
d in
tan
gible
asse
ts (or
ch
arge
s in
lieu
ther
eof)
____
____
____
____
____
____
____
____
_3.
Taxe
s, ot
her
than
inco
me
and
exce
ss pr
ofits
tax
es 4
____
____
____
____
____
____
__4.
Man
agem
ent
and
serv
ice
cont
ract
fe
es__
____
____
____
____
____
____
____
____
____
_5.
Rent
s an
d ro
yalti
es 5
____
____
____
____
____
____
____
____
____
____
____
____
____
____
54 SECURITIES AND EXCHANGE COMMISSION
A rticle 12 Rule 12-17
Rule
12-1
7.
Inco
me
From
Div
iden
ds—
Equi
ty
in Ne
t Pr
ofit
and
Loss
of
Affi
liate
s.
Colu
mn
A Co
lum
n B
Colu
mn
C
Am
ount
of
div
iden
ds2
Nam
e of
issue
r an
d tit
le
of iss
ue
1(1
) (2
)
Cash
O
ther
3
(3)To
tal
of re
late
d ca
ptio
ns
of pr
ofit
and
loss
or in
com
e st
atem
ent
Am
ount
of
equi
ty
in ne
t pr
ofit
and
loss
for
the
per
iod
2 4
1 Th
e sh
ares
of
affil
iate
s sh
all
be lis
ted
as in
the
rela
ted
sche
dule
s re
quir
ed
for
inve
stm
ents
in
secu
ritie
s of
affil
iate
s.
Div
iden
ds
from
(1)
mar
keta
ble
secu
ritie
s an
d (2)
ot
her
secu
rity
inve
stm
ents
sh
all
also
be in
clud
ed,
and
may
be sh
own
in se
para
te
aggr
egat
e am
ount
s:
Pro
vide
d,
how
ever
, T
hat
secu
ritie
s he
ld in
issue
rs
as to
whi
ch
secu
ritie
s re
pres
entin
g ex
actly
fif
ty
perc
ent
of th
e vo
ting
pow
er
are
held
dire
ctly
or
indi
rect
ly
by th
e pe
rson
for
wh
ich
the
stat
emen
t is
filed
and
thos
e re
pres
entin
g th
e ot
her
fifty
pe
rcen
t are
he
ld by
anot
her
singl
e in
tere
st,
shal
l be
sepa
rate
ly
state
d an
d ar
e,
with
in
the
grou
p,
to be
listed
se
para
tely
as
to ea
ch
maj
or
inve
stm
ent,
the
bala
nce
to be
state
d in
a sin
gle
aggr
egat
e.2
The
info
rmat
ion
calle
d for
in
colu
mns
B
and
C m
ay
be sh
own
in to
tal
for
each
co
lum
n for
an
y tw
o or
mor
e to
tally
-hel
d su
bsid
iarie
s in
clude
d in
a
cons
olid
ated
st
atem
ent.
3 St
ate
as to
any
divi
dend
s ot
her
than
ca
sh,
the
basis
on
whi
ch
they
ha
ve
been
ta
ken
up as
inco
me,
an
d th
e ju
stifi
catio
n, i
f an
y,
for
such
ac
tion.
If
any
such
di
vide
nds
rece
ived
fro
m af
filia
tes
have
be
en
cred
ited
to in
com
e in
an
amou
nt
diffe
ring
from
that
ch
arge
d to
inco
me
or ea
rned
su
rplu
s by
the
disb
ursin
g co
mpa
ny,
state
th
e am
ount
of
such
di
ffere
nce
and
expl
ain.
4 (a
) Th
e in
form
atio
n re
quire
d by
colu
mn
C ne
ed
be fu
rnish
ed
only
(1)
as
to af
filia
tes
and
(2)
as to
issue
rs
secu
ritie
s of
which
re
pres
entin
g ex
actly
fif
ty
perc
ent
of th
e vo
ting
pow
er
are
held
dire
ctly
or
indi
rect
ly
by
the
pers
on
for
which
th
e st
atem
ent
is file
d an
d th
ose
repr
esen
ting
the
othe
r fif
ty
perc
ent
are
held
by an
othe
r sin
gle
inte
rest
. If
the
answ
er
requ
ired
in
colu
mn
B is
in th
e ne
gativ
e as
to an
y pa
rtic
ular
pe
rson
, th
e in
form
atio
n ca
lled
for
in co
lum
n C
shal
l ne
vert
hele
ss
be fu
rnis
hed.
(b)
The
equi
ty
in the
ne
t pr
ofit
and
loss
of ea
ch
pers
on
requ
ired
to be
lis
ted
sepa
rate
ly
shal
l be
com
pute
d on
an in
divi
dual
ba
sis.
In ad
ditio
n,
ther
e ma
y be
subm
itted
the
in
form
atio
n re
quire
d as
com
pute
d on
the
basi
s of
the
stat
emen
ts
of ea
ch
such
pe
rson
an
d its
su
bsid
iarie
s co
nsol
idat
ed.
55REGULATION S -X
A rticle 12 Rule 12-19
Rule
12-1
9.
Inve
stm
ents
in
Secu
ritie
s of
Unaf
filia
ted
Issu
ers.
(For
M
anag
emen
t In
vest
men
t C
ompa
nies
O
nly)
Colu
mn
A
Nam
e of
issue
r an
d tit
le
of iss
ue
1
Colu
mn
B
Bala
nce
held
at clo
se
of pe
riod.
N
umbe
r of
sh
ares
—pr
inci
pal
amou
nt
of bo
nds
and
not
es2
Colu
mn
C
Cost
of ea
ch
item
3 4
Colu
mn
D
Valu
e of
each
ite
m at
close
of
p
erio
d3 5
1 (a)
Th
e re
quire
d in
form
atio
n is
to be
given
as
to all
se
curit
ies
held
as
of th
e clo
se
of th
e pe
riod
of re
port
. E
ach
issue
sh
all
be lis
ted
sepa
rate
ly:
Pro
vide
d,
how
ever
, Th
at
an am
ount
no
t ex
ceed
ing
5 pe
rcen
t of
the
tota
l of
co
lum
n D
may
be lis
ted
in on
e am
ount
as
“Mis
cella
neou
s se
curi
ties,
” pr
ovid
ed
the
secu
ritie
s so
listed
ha
ve
been
he
ld for
no
t m
ore
than
1
year
pr
ior
to th
e da
te of
the
rela
ted
bala
nce
shee
t, an
d ha
ve
not
prev
ious
ly
been
re
porte
d by
nam
e to
the
shar
ehol
ders
of
the
pers
on
for
whi
ch
the
stat
emen
t is
filed
or to
any
exch
ange
, or
set
forth
in
any
regi
stra
tion
stat
em
ent,
appl
icat
ion,
or
annu
al
repo
rt or
othe
rwise
m
ade
avai
labl
e to
the
publ
ic.
( b)
Indi
cate
by
an ap
prop
riate
sy
mbo
l th
ose
secu
ritie
s w
hich
are
no
nin
com
e-pr
oduc
ing
secu
ritie
s.
Evid
ence
s of
inde
bted
ness
an
d pr
efer
red
shar
es
may
be de
emed
to
be in
com
e-pr
oduc
ing
if,
on th
e re
spec
tive
last
in
tere
st
paym
ent
date
or da
te for
th
e de
clar
atio
n of
divi
dend
s pr
ior
to th
e da
te of
the
rela
ted
bala
nce
shee
t, th
ere
was
only
a pa
rtia
l pa
ymen
t of
in
tere
st
or a
decl
arat
ion
of on
ly a
part
ial
amou
nt
of th
e di
vide
nds
paya
ble;
in
such
ca
se,
how
ever
, ea
ch
such
iss
ue
shal
l be
indi
cate
d by
an ap
prop
riat
e sy
mbo
l re
ferr
ing
to a
note
to th
e ef
fect
th
at,
on th
e la
st in
tere
st
or di
vide
nd
date
, on
ly pa
rtia
l in
tere
st
was
paid
or
part
ial
divi
dend
s de
clar
ed.
If,
on
such
re
spec
tive
last
inte
rest
or
divi
dend
da
te,
no in
tere
st
was
paid
or no
di
vide
nds
decl
ared
, th
e iss
ue
shal
l no
t be
deem
ed
to be
inco
me-
prod
ucin
g.
Com
mon
sh
ares
sh
all
not
be de
emed
to
be in
com
e-pr
oduc
ing
unle
ss,
duri
ng
the
last
year
pr
eced
ing
the
date
of th
e re
late
d ba
lanc
e sh
eet,
ther
e wa
s at
le
ast
one
divi
dend
pa
id up
on
such
co
mm
on
shar
es.
List
sepa
rate
ly
(1)
bond
s;
(2)
pref
erre
d sh
ares
; (3)
co
mm
on
shar
es.
With
in
each
of
thes
e su
bdiv
isio
ns
class
ify
acco
rdin
g to
type
of
busi
ness
, in
sofa
r as
prac
tica
ble;
e.
g.,
inve
stm
ent
com
pani
es,
railr
oads
, ut
ilitie
s, b
anks
, in
sura
nce
com
pani
es,
or in
dust
rial
s.
Give
to
tals
for
each
gr
oup,
sub
divi
sion
, an
d cl
ass.
2 In
dica
te
any
secu
ritie
s su
bjec
t to
optio
n at
the
end
of the
m
ost
rece
nt
perio
d an
d sta
te
in a
note
the
amou
nt
subj
ect
to op
tion,
the
op
tion
pric
es,
and
the
date
s w
ithin
wh
ich
such
op
tions
ma
y be
exer
cise
d.3
Colu
mns
C
and
D sh
all
be to
tale
d.
The
tota
ls of
colu
mns
C
and
D
shou
ld
agre
e wi
th
the
corr
elat
ive
amou
nts
requ
ired
to be
show
n by
the
rela
ted
bala
nce
shee
t ca
ptio
ns.
As
to w
hat
is “c
ost”
whe
re
ther
e ha
s be
en
a re
orga
niza
tion
or qu
asi-r
eorg
aniz
atio
n,
see
rule
6-02
-7
(a).
Stat
e in
a fo
otno
te
to co
lum
n C
the
aggr
egat
e co
st for
Fe
dera
l in
com
e tax
pu
rpos
es.
4 Cl
osed
-end
co
mpa
nies
re
flect
ing
inve
stm
ents
at
cost
, sh
owin
g va
lue
pare
nth
etic
ally
.—If
any
inve
stm
ents
ha
ve
been
w
ritte
n do
wn
or re
serv
ed
agai
nst
by su
ch
com
pani
es
purs
uant
to
rule
6-02
-6
(b),
indi
cate
ea
ch
such
ite
m
b y m
eans
of
an ap
prop
riate
sy
mbo
l an
d ex
plai
n in
a fo
otno
te.
5 W
here
va
lue
is de
term
ined
on
any
othe
r ba
sis
than
clo
sing
pric
es
repo
rted
on an
y na
tiona
l se
curit
ies
exch
ange
, ex
plai
n su
ch
othe
r ba
ses
in a
foot
note
.
56 SECURITIES AND EXCHANGE COMMISSION
Rule
12-2
1.
Inve
stm
ents
—O
ther
Th
an
Secu
ritie
s.(F
or
Man
agem
ent
Inve
stm
ent
Com
pani
es
Onl
y)
A rticle 12 Rule 12-21
Colu
mn
G
Value
of
each
ite
m at
close
of
perio
d 4 6
Colu
mn
F
Cost
of ite
ms
inclu
ded
in co
lum
n E
4 5
Bala
nce
held
at clo
se
of pe
riod—
quan
tit
y 2 3
Colu
mn
E
Gros
s sa
les
and
redu
ctio
ns
durin
g pe
riod—
qu
antit
y 2
Colu
mn
DCo
lum
n C
Gros
s pu
rcha
ses
and
addi
tions
du
ring
pe
riod—
quan
tity
2
Bala
nce
held
at be
gin
ning
of pe
riod—
qu
antit
y 2
Colu
mn
BCo
lumn
A
Des
crip
tion
1
1 The
re
quire
d in
form
atio
n is
to be
give
n as
to all
in
vest
men
ts
whi
ch
were
he
ld at
any
time
with
in
the
perio
d.
List
each
m
ajor
cla
ss
of in
vest
m
ents
by de
scrip
tive
titl
e.2 I
f pr
actic
able
, in
dica
te
the
quan
tity
or m
easu
re
in ap
prop
riate
un
its.
3 In
dica
te
any
inve
stm
ents
su
bjec
t to
optio
n at
the
end
of the
m
ost
rece
nt
perio
d an
d sta
te
in a
note
th
e am
ount
su
bjec
t to
optio
n, t
he
optio
n pr
ices
, an
d the
da
tes
with
in
whi
ch
such
op
tions
ma
y be
exer
cise
d.4
Colu
mns
F
and
G sh
all
be to
tale
d an
d sh
ould
ag
ree
with
th
e am
ount
s re
quire
d to
be sh
own
by the
re
late
d ba
lanc
e sh
eet
capt
ion.
As
to
wha
t is
“cos
t” w
here
th
ere
has
been
a
reor
gani
zatio
n or
quas
i-reo
rgan
izat
ion,
se
e ru
le 6-
02-7
(a
). St
ate
in a
foot
note
th
e ag
greg
ate
cost
for
Fede
ral
inco
me
tax
purp
oses
.5
Clos
ed-e
nd
com
pani
es
refle
ctin
g in
vest
men
ts
at co
st sh
owin
g va
lue
pare
nth
etic
ally
.—If
any
inve
stm
ents
ha
ve
been
w
ritte
n do
wn
or re
serv
ed
agai
nst
by su
ch
com
pani
es
purs
uant
to
rule
6-02
-6
(b),
indi
cate
ea
ch
such
ite
m by
m
eans
of
an ap
prop
riate
sy
mbo
l an
d ex
plai
n in
a fo
otno
te.
6 Sta
te
the
basis
of
dete
rmin
ing
the
amou
nt
show
n in
colu
mn
G.
57REGULATION S-X
Article 12 Rule 12-22
Rule
12-2
2.
Inve
stm
ents
in
Affi
liate
s.(F
or
Man
agem
ent
Inve
stm
ent
Com
pani
es
Onl
y)
Colu
mn
A
Name
of
issue
r an
d tit
le of
iss
ue
or am
ount
of
in
debt
edne
ss 1
Colu
mn
B
Balan
ce
held
at clo
se of
perio
d.
Num
ber
of sh
ares
— pr
inci
pal
amou
nt
of bo
nds,
notes
an
d ot
her
inde
bted
ness
2
Colu
mn
C
Cost
of ea
ch
item
3 4
Colu
mn
D
Value
of
each
item
at
clos
e of
peri
od4 5
Colu
mn
E
Am
ount
of
divi
dend
s or
inte
rest
4 6
(1)
(2)
Cred
ited
Oth
er
to in
com
e
Colu
mn
F
Am
ount
of
equi
ty
in ne
t pr
ofit
and
loss
for
the
perio
d 7
1 (a)
The
requ
ired
info
rmat
ion
is to
be giv
en
as to
all
inve
stm
ents
in
affil
iates
as
of the
clo
se of
the
perio
d.
List
each
issue
an
d gr
oup
sepa
rate
ly
(1)
inve
stmen
ts in
maj
ority
-ow
ned
subs
idia
ries,
segr
egat
ing
subs
idia
ries
cons
olid
ated
; (2)
ot
her
cont
rolle
d co
mpa
nies
; an
d (3)
ot
her
affil
iate
s. G
ive
total
s for
each
gr
oup.
If
oper
atio
ns
of an
y co
ntro
lled
com
pani
es
are
diff
er
ent
in ch
arac
ter
from
thos
e of
the
regi
stra
nt,
grou
p su
ch
affil
iates
w
ithin
di
visio
ns
(1)
and
(2)
by ty
pe
of ac
tiviti
es.
(b)
Chan
ges
durin
g the
pe
riod
.—If
durin
g the
pe
riod
ther
e ha
s be
en
any
incr
ease
or
decr
ease
in
the
amou
nt
of in
vest
men
t in
any
affil
iate
, st
ate
in a
foot
note
(or
if
ther
e ha
ve
been
ch
ange
s as
to nu
mer
ous
affil
iate
s, in
a su
pple
men
tary
sc
hedu
le)
(1)
nam
e of
each
iss
uer
and
title
of iss
ue;
(2)
balan
ce
at be
ginn
ing
of pe
riod:
(3)
gr
oss
purc
hase
s an
d ad
ditio
ns;
(4)
gros
s sa
les a
nd
redu
ctio
ns;
(5)
balan
ce
at clo
se of
perio
d as
show
n in
colu
mn
a qu
asi-r
eorg
aniz
atio
n, s
ee ru
le 6-
02-7
(a
). St
ate
in a
foot
note
the
ag
gre
gate
cost
for
Fede
ral
inco
me
tax
purp
oses
.(b
) Cl
osed
-end
co
mpa
nies
re
flecti
ng
inve
stmen
ts at
cost
show
ing
valu
e pa
rent
hetic
ally
.—If
any
inve
stm
ents
ha
ve
been
w
ritte
n do
wn
or re
serv
ed
agai
nst
by su
ch
com
pani
es
purs
uant
to
rule
6-02
-6
(b),
indi
cate
ea
ch
such
item
by
mea
ns
of an
appr
opria
te
sym
bol
and
expl
ain
in a
foot
note
.5 S
tate
the
basis
of
dete
rmin
ing
the
amou
nts
show
n in
colu
mn
D.
6 Sho
w in
colu
mn
E (1)
as
to eac
h iss
ue
held
at clo
se of
perio
d, t
he
divi
de
nds
or in
tere
st in
clude
d in
capt
ion
1 of
the
stat
emen
t of
inco
me
and
ex
pens
e. In
addi
tion,
sho
w as
the
final
item
in co
lum
n E
(1)
the
aggr
egat
e di
vide
nds
and
inte
rest
inclu
ded
in the
st
atem
ent
of in
com
e an
d ex
pens
e in
re
spec
t of
inve
stmen
ts
in af
filiat
es
not
held
at the
clo
se of
the
perio
d.
The
to
tal
of thi
s co
lumn
shou
ld
agree
wi
th the
am
ount
s sh
own
unde
r su
ch
capt
ion.
In
clud
e in
colu
mn
E (2)
all
ot
her
divi
dend
s an
d in
tere
st.
Ex
plain
brief
ly in
an ap
prop
riate
fo
otno
te
the
treat
men
t ac
cord
ed
each
ite
m.
Iden
tify
by an
appr
opria
te
sym
bol
all
nonc
ash
divi
dend
s an
d ex
plain
th
e ci
rcum
stanc
es
in a
foot
note
. Se
e ru
les
6-03
-2
and
6-04
-1.
7 The
in
form
atio
n re
quire
d by
col
umn
F ne
ed
be fu
rnish
ed
only
as to
co
ntro
lled
com
pani
es.
The
equi
ty
in the
ne
t pr
ofit
and
loss
of ea
ch
pers
on
requ
ired
to be
listed
se
para
tely
sh
all
be co
mpu
ted
on an
indi
vidu
al
basi
s. In
addi
tion,
the
re
may
be su
bmitt
ed
the
info
rmat
ion
requ
ired
as co
mpu
ted
on the
ba
sis
of the
st
atem
ents
of
each
su
ch
perso
n an
d its
subs
idia
ries
cons
olid
ated
.
B.
Incl
ude
in su
ch
foot
note
or
sche
dule
com
para
ble
info
rmat
ion
as to
af
filiat
es
in wh
ich
ther
e wa
s an
inve
stmen
t at
any
time
durin
g the
pe
riod
even
th
ough
th
ere
was
no in
vest
men
t in
such
affil
iate
as of
the
close
of su
ch
perio
d.2 I
ndic
ate
any
secu
ritie
s su
bjec
t to
optio
n at
the
end
of the
m
ost
rece
nt
perio
d an
d sta
te in
a no
te the
am
ount
su
bjec
t to
optio
n, t
he
optio
n pr
ices
, an
d the
da
tes
with
in
which
su
ch
optio
ns
may
be ex
erci
sed.
3 If
the
cost
in co
lum
n C
repr
esen
ts ot
her
than
cash
expe
nditu
re,
expl
ain.
4 (a)
Colu
mns
C,
D,
an
d E
shall
be
tota
led.
Th
e to
tals
of co
lum
ns
C an
d D
shou
ld ag
ree
with
corre
lativ
e am
ount
s re
quire
d to
be sh
own
by th
e re
lated
ba
lance
sh
eet
capt
ions
. As
to
what
is “c
ost”
wher
e th
ere
has
been
58 SECURITIES AND EXCHANGE COMMISSION
Rule
12-2
3.
Real
Esta
te Ow
ned
and
Rent
s Ea
rned
.1
(For
In
sura
nce
Com
pani
es
Othe
r Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
PART
1—
REAL
ES
TATE
OW
NED
AT
END
OF
PERI
OD
PA
RT
2—RE
NTS
EAR
NED
Article 12 Rule 12-23
Col
umn
K Net
in
com
e ap
plic
able
to
pe
riod
Col
umn
J Ex
pend
ed
for
in
tere
st,
taxe
s, re
pairs
, an
d ex
pe
nses
Col
umn
I
Tot
al
rent
s ap
plic
able
to
pe
riod
Col
umn
H
Rent
s
due
and
ac
crue
d at
end
of pe
riod
Col
umn
G
Ren
ts
re
ceiv
ed
appl
ica
ble
to
perio
d
Col
umn
F
Adm
itted
as
set
valu
e2
Col
umn
E
Mar
ket
or fa
ir
valu
e le
ss
incu
m
bran
ces
Col
umn
D
Book
valu
e le
ss
incu
m
bran
ces
Col
umn
C
Act
ual
cost
Col
umn
B
Am
ount
of
incu
m
bran
ces
Colu
mn
A
List
by St
ate
and
clas
sific
atio
n of
prop
erty
as
indi
cate
d be
low
1 All
mone
y co
lum
ns
shall
be
tota
led.
2 If
adm
itted
as
set
value
is
diffe
rent
fro
m the
am
ount
sh
own
in ei
ther
co
lum
n C,
D,
or E,
stat
e the
ba
sis
of de
term
inin
g su
ch
valu
e.
NAM
E OF
ST
ATE
Farm
s___
____
____
____
____
____
____
(tota
l)R
esid
entia
l___
____
____
____
____
____
__(to
tal)
Apa
rtmen
ts an
d bu
sine
ss__
____
____
____
_(to
tal)
Uni
mpr
oved
____
____
____
____
____
____
___
(tot
al)
Tot
al__
____
____
____
____
____
____
____
_
Tota
l, all
Sta
tes_
____
____
____
____
____
____
Rent
fro
m pr
oper
ties
sold
durin
g pe
riod
--
Gran
d to
tal_
____
____
____
____
____
____
____
____
___
xxxx
x xx
xxx
xxxx
x xx
xxx
xxxx
x
REGULATION S -X 59
A rticle 12 Rule 12-24
Rule
12-2
4.
Mor
tgag
e Lo
ans
on Re
al E
state
an
d In
tere
st
Earn
ed
on M
ortg
ages
.1(F
or
Insu
ranc
e Co
mpa
nies
O
ther
Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
PART
2—
INTE
REST
EA
RNED
ON
MORT
GAGE
S Col
umn
J
Tot
al
inte
rest
re
ceiv
ed,
due,
and
ac
crue
d ap
pli
cable
to
pe
riod
5
Col
umn
I
Inte
rest
du
e an
d ac
crue
d at
end
of
perio
d
____
____
____
j__
____
Col
umn
H
Inte
rest
re
ceiv
ed
appl
ica
ble
to
perio
d
____
____
____
____
____
____
PART
1—
MORT
GAGE
LO
ANS
ON RE
AL
ESTA
TE
AT CL
OSE
OF PE
RIOD
Col
umn
G
Adm
itted
as
set
valu
e4
j ____
__|
____
__
Col
umn
F
Am
ount
of
mor
tga
ges
be
ing
fore
cl
osed
____
____
___
____
___
Colu
mn
E
Amou
nt
unpa
id
at
close
of
perio
d
(2)
Sub
ject
to
de
linqu
ent
inte
rest
3
____
____
_
(1)
Tot
al
____
____
___
____
Col
umn
D
Boo
k va
lue
of
mor
tga
ges
____
__
- -
j__
____
___
Col
umn
c
Prio
rlie
ns
Col
umn
B Ap
prais
ed
va
lue
of
prop
erty
i
Colu
mn
A
List
by St
ate
and
clas
sific
atio
n in
dica
ted
be
low
2
NAM
E OF
ST
ATE
Firs
t lie
ns
on:
Fa
rms
Apa
rtm
ent
s a
nd
bu
sin
ess
Un
im
pr
ov
ed
To
tal
1 All
mon
ey
colu
mns
sh
all
be to
tale
d.2 I
f m
ortg
ages
, re
pres
ent
othe
r tha
n fir
st
liens
, lis
t se
para
tely
in a
like
man
ner,
indi
catin
g br
iefly
the
na
ture
of
the
lien.
3 Int
eres
t in
arre
ars
for
less
than
3
mon
ths
may
be di
sreg
arde
d in
com
pu
ting
the
tota
l am
ount
of
prin
cipa
l su
bjec
t to
delin
quen
t in
tere
st.
4 If
adm
itted
as
set
value
is
diffe
rent
fro
m the
am
ount
sh
own
in ei
ther
co
lumn
D or
E, s
tate
the
ba
sis
of de
term
inin
g su
ch
valu
e.5 I
n or
der
to re
conc
ile
the
tota
l of
colum
n J
with
the
am
ount
sh
own
In
the
prof
it an
d los
s st
atem
ent,
inte
rest
ap
plica
ble
to pe
riod
from
mor
tgag
es
sold
or ca
ncele
d du
ring
perio
d sh
ould
be ad
ded
to the
to
tal
of th
is co
lum
n.
60 SECURITIES AND EXCHANGE COMMISSION
A rticle 12 Rule 12-25
Rule
12
-25.
Bo
nds
and
Inte
rest
Ea
rned
on
Bond
s.1
(For
In
sura
nce
Com
pani
es
Oth
er
Than
Li
fe an
d Ti
tle
Insu
ranc
e C
ompa
nies
)
PART
2—
INTE
RES
T E
AR
NE
D
ON
BON
DS C
olum
nL
Tot
al
inte
rest
re
ceiv
ed,
due,
and
ac
crue
d ap
pli
cable
to
pe
riod
7
Col
umn
K
Inte
rest
du
e an
d ac
crue
d on
bond
s no
t in
defa
ult
Col
umn
J
Inte
rest
re
ceiv
ed
appl
ica
ble
to
perio
d
Colu
mn
I
Bond
s in
defa
ult
(2)
Prin
cipa
lam
ount
(1)
Inte
rest
amou
nt
Col
umn
H
Year
ac
qu
ired
PART
1—
BOND
S AT
CL
OSE
OF
PER
IOD C
olum
nG Ad
mitt
ed
asse
t va
lue
6
Col
umn
F
Am
or
tized
or
es
tim
ated
va
lue
5
C
olum
n
E
Mar
ket
value
4
Col
umn
D
Boo
k va
lue
3
Col
umn
C
Act
ual
cost
(ex
clud
ing
accr
ued
inte
rest
)
Col
umn
B
Prin
cipa
l am
ount
of
bond
s an
d no
tes
Name
of
issue
r an
d tit
le
of iss
ue
2
Colum
n A
1 (a)
In
lieu
of th
is sc
hedu
le
ther
e m
ay
be file
d sc
hedu
le
D,
part
1, of
the
annu
al
stat
emen
t file
d wi
th
the
resp
ectiv
e do
mic
iliar
y St
ate
regu
lato
ry
auth
ority
. In
such
ca
se
the
met
hod
of de
term
inin
g m
arke
t va
lue
show
n in
co
lum
n 7
of th
at
sche
dule
sh
all
be sta
ted
in a
note
.(b
) Al
l m
oney
co
lum
ns
shal
l be
tota
led.
2 Gi
ve
the
title
of
each
iss
ue
of bo
nds
owne
d.
Grou
p se
para
tely
th
ose
in
defa
ult
and
thos
e no
t in
defa
ult.
With
in
thes
e tw
o gr
oups
se
greg
ate
acco
rdin
g to
class
of
bond
s, e.
g.,
Gov
ernm
ent,
Stat
e,
railr
oads
, ut
ilitie
s,
indu
stri
als,
etc
., an
d giv
e to
tals
for
each
gr
oup
and
clas
s.
3
Stat
e th
e ba
sis
of de
term
inin
g th
e am
ount
.4
Stat
e th
e m
etho
d of
dete
rmin
ing
mar
ket
valu
e.5
Indi
cate
by
a sy
mbo
l w
heth
er
amor
tized
or
estim
ated
va
lue.
St
ate
the
basis
of
dete
rmin
ing
estim
ated
va
lue.
6 If
adm
itted
as
set
valu
e is
diffe
rent
fro
m th
e am
ount
sh
own
in ei
ther
co
lum
n C,
D
, E,
or
F,
state
th
e ba
sis
of de
term
inin
g su
ch
valu
e.7
In or
der
to re
conc
ile
the
tota
l of
colu
mn
L wi
th
the
amou
nt
show
n in
th
e pr
ofit
and
loss
stat
emen
t, in
tere
st
appl
icab
le
to pe
riod
from
bond
s sol
d or
mat
ured
du
ring
perio
d sh
ould
be
adde
d to
the
tota
l of
this
colu
mn.
REGULATION S -X 61
A rticle 12 Rule 12-26
Rule
12-2
6.
Stoc
ks—
Othe
r Th
an
Stoc
ks
of Af
filiat
es
and
Inco
me
From
Divid
ends
Th
ereo
n.1
(For
In
sura
nce
Com
pani
es
Othe
r Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
PART
1—
STO
CKS
—OT
HER
THAN
AF
FILI
ATE
S AT
CL
OSE
OF
PERI
OD
PART
2—
INCO
ME
FROM
D
IVID
EN
DS
Amou
nt
of di
vide
nds
appl
icab
le
to pe
riod
(3)
To
tal7
Colu
mn
H
(2)
Oth
er
6
(1)
Cash
Colu
mn
G
Yea
rac
quire
d
Co
lum
n F
Adm
itted
as
set
value
5
Co
lum
n E
Mar
ket
or
estim
ated
va
lue
4
Colu
mn
D
Book
va
lue3
Colum
n C
Actu
al
cost
Colu
mn
B
Num
ber
of
shar
es
Colu
mn
A
Nam
e of
issue
r an
d tit
le
ofiss
ue
2
1 (a)
In
lieu
of th
is s
ched
ule
ther
e m
ay
be file
d sc
hedu
le
D,
part
2 of
the
annu
al
stat
emen
t file
d wi
th
the
resp
ectiv
e do
mic
iliar
y St
ate
regu
lato
ry
auth
ority
: P
rovi
ded ,
(1)
That
fro
m th
e to
tals
of
the
prop
er
colu
mns
th
ere
be de
duct
ed
the
amou
nts
repr
esen
ted
by th
e in
vest
men
t in
stoc
ks
of
affil
iate
s ca
lled
for
in th
e sc
hedu
le
pres
crib
ed
by ru
le 12
-28;
(2)
th
e m
etho
d of
dete
rmin
ing
mar
ket
valu
e sh
own
in co
lum
n 6
of sc
hedu
le
D,
part
2, be
st
ated
; an
d (3)
a
supp
lem
enta
l sc
hedu
le
listin
g all
sto
ck
divi
dend
s re
ceiv
ed,
othe
r th
an
from
affil
iate
s, t
he
nam
e of
issu
er,
the
num
ber
of sh
ares
an
d th
e am
ount
at
whi
ch
take
n up
as in
com
e, a
nd
the
info
rmat
ion
spec
ified
in
note
6,
is fu
rnis
hed.
(b)
All
mon
ey
colu
mns
sh
all
be to
tale
d.2
Give
th
e na
me
of ea
ch
issue
of
stock
ow
ned.
Gr
oup
sepa
rate
ly,
acco
rd
ing
to ty
pe
of bu
sine
ss,
e. g.
, ra
ilroa
ds,
utili
ties,
ba
nk,
trust
an
d in
sura
nce
com
pani
es,
indu
stri
als,
et
c. G
ive
tota
ls for
ea
ch
grou
p.3
Stat
e th
e ba
sis
of de
term
inin
g th
e am
ount
.4
Indi
cate
by
a sy
mbo
l w
heth
er
mar
ket
or es
timat
ed
valu
e.
Stat
e th
e ba
sis
of de
term
inin
g su
ch
valu
e.5
If ad
mitt
ed
asse
t va
lue
is di
ffere
nt
from
the
amou
nt
show
n in
eith
er
colu
mn
C, D
, or
E, s
tate
th
e ba
sis
of de
term
inin
g su
ch
valu
e.6
Stat
e as
to an
y di
vide
nds
othe
r th
an
cash
, th
e ba
sis
on w
hich
th
ey
have
be
en
take
n up
as in
com
e an
d th
e ju
stifi
catio
n, i
f an
y, f
or
such
ac
tion.
7 In
orde
r to
reco
ncile
th
e to
tal
of su
bcol
umn
H (3)
wi
th
the
amou
nt
show
n in
the
prof
it an
d los
s st
atem
ent,
divi
dend
s ap
plic
able
to
peri
od
from
stoc
ks
sold
durin
g pe
riod
shal
l be
adde
d to
the
tota
l of
this
subc
olum
n.
62 SECURITIES AND EXCHANGE COMMISSION
Rule
12-2
7.
Sum
mar
y of
Inve
stm
ents
in
Secu
ritie
s—Ot
her
Than
Se
curit
ies
of A
ffilia
tes.1
(For
In
sura
nce
Com
pani
es
Oth
er
Than
Lif
e an
d Ti
tle
Insu
ranc
e C
ompa
nies
)
Colu
mn
A
Type
of
secu
rity
1. BO
NDS
AND
NO
TE
S2(a
) G
over
nmen
t (b)
St
ates
, Te
rrito
ries,
and
poss
essi
ons_
____
_(c)
Po
litic
al s
ubdi
visio
ns
of St
ates
, Te
rrito
ries,
and
poss
essi
ons_
(d)
Rai
lroad
s___
____
____
_(e)
Pu
blic
utili
ties_
____
___
____
___
(f)
Indu
stria
l an
d m
isce
llane
ous_
____
____
__
Tota
l bo
nds
and
note
s___
____
____
____
____
2. ST
OC
KS2
(g)
Rai
lroad
s___
____
____
____
____
____
____
____
____
_(h)
Pu
blic
utili
ties_
____
____
____
____
____
(i) Ba
nks,
trust
and
insu
ranc
e co
mpa
nies
____
(j) In
dust
rial
and
mis
cella
neou
s___
____
____
_To
tal
stoc
ks__
____
____
____
____
____
__
Tota
l in
vest
men
t in
secu
ritie
s ot
her
than
se
curit
ies
of af
filia
tes.
Article 12 Rule 12-27
Colu
mn
B
Book
va
lue
Colu
mn
C
Prin
cipa
l am
ount
of
bo
nds
and
note
s
Colu
mn
D
Mar
ket
valu
e (e
xclu
ding
ac
cru
ed
inte
rest
)
Colu
mn
E
Act
ual
cost
(e
xclu
ding
ac
cru
ed
inte
rest
)
Colu
mn
F
Am
ortiz
ed
or
inve
stm
ent
valu
e of
bond
s an
d no
tes 3
1 In
lieu
of thi
s sc
hedu
le th
ere
may
be file
d sc
hedu
le D
—Su
mm
ary
of th
e co
rrela
tive
annu
al
stat
emen
t file
d wi
th the
do
mic
iliar
y St
ate
regu
lato
ry
auth
ority
: Pr
ovid
ed,
That
fro
m the
to
tals
of the
pr
oper
co
lum
ns
ther
e be
de
ducte
d the
am
ount
s re
pres
ente
d by
the
inve
stm
ent
in sto
cks
of af
filia
tes
calle
d for
in
the
sche
dule
pres
crib
ed
by rul
e 12
-28.
2 Und
er e
ach
subd
ivisi
on
of ca
ptio
ns
1 an
d 2,
mak
e a
furth
er
clas
sific
atio
n int
o (a)
Un
ited
Stat
es,
(b)
Can
ada,
and
(c)
ot
her
coun
tries
.3 C
ompa
nies
wh
ich
do no
t am
ortiz
e th
eir
bond
s an
d no
tes
shall
in
sert
a no
te to
that
eff
ect
in lie
u of
the
info
rmat
ion
requ
ired.
XX
XX
XX
XX
XX
XX
XX
X
XX
X
XX
XX
XX
XX
XX
XX
XX
X
XX
X
REGULATION S -X 63Ra
le 12
-28.
In
vest
men
ts
in St
ocks
of
Affili
ates
an
d In
com
e Fro
m Di
viden
ds
Ther
eon.
1(F
or
Insu
ranc
e Co
mpa
nies
Ot
her
Than
Lif
e an
d Ti
tle
Insu
ranc
e C
ompa
nies
)
PART
1—
INVE
STM
ENTS
IN
STOC
KS
OF
AFF
ILIA
TES
AT
CLOS
E OF
PE
RIOD
PA
RT
2—IN
COM
E FR
OM
DIV
IDE
ND
S
Amou
nt
of di
vide
nds
appl
icab
le
to pe
riod
(3)
T
ota
l7
Colu
mn
H
(2)
O
ther
6
(1)
Cas
h
Colu
mn
G
Yea
rac
quire
d
Colum
n F
Adm
itted
as
set
value
5
Colu
mn
E
Mar
ket
or
estim
ated
va
lue4
Co
lum
n D
Book
va
lue
3
Colu
mn
C
Actu
al c
ost
Colu
mn
B
Num
ber
of
shar
esNa
me
of iss
uer
and
title
of
is
sue2
Colu
mn
A
Colu
mn
I
Oth
er
unde
rw
ritin
g ex
pens
e in
curr
ed
durin
g pe
riod3
Colu
mn
H
Com
mis
sio
ns
and
brok
erag
e in
curr
ed
durin
g pe
riod
Colu
mn
G
Loss
exp
ense
in
curr
ed
durin
g pe
riod
Colu
mn
F
Loss
es
in
curre
d du
ring
pe
riod
Colu
mn
E
Pre
miu
ms
earn
ed
dur
ing
perio
d
Colu
mn
D
Une
arne
d pr
emiu
ms
end
of pe
riod
Colu
mn
C
Net
pre
miu
ms
wri
tte
n
Colu
mn
B
Une
arne
d pr
emiu
ms
begi
nnin
g of
perio
d
Colu
mn
A
Line
of in
sura
nce
6 Sta
te
as to
any
divi
dend
s ot
her
than
ca
sh,
the
basis
on
whi
ch
they
ha
ve
been
ta
ken
up as
inco
me
and
the
just
ifica
tion,
if
any,
for
su
ch
actio
n.
If
any
such
di
vide
nds
rece
ived
fro
m af
filia
tes
have
be
en
cred
ited
to in
com
e in
an am
ount
di
fferin
g fro
m th
at
char
ged
to in
com
e or
earn
ed
surp
lus
by
the
disb
ursin
g co
mpa
ny,
stat
e th
e am
ount
of su
ch
diffe
renc
e an
d ex
plai
n.7 I
n or
der
to re
conc
ile
the
tota
l of
subc
olum
n H
(3)
with
th
e am
ount
sh
own
in th
e pr
ofit
and
loss
stat
emen
t, di
vide
nds
appl
icab
le
to th
e pe
riod
fro
m st
ocks
sol
d du
ring
perio
d sh
all
be ad
ded
to th
e to
tal
of th
is su
bcol
umn.
1 All
mon
ey
colu
mns
sh
all
be to
tale
d.2 G
ive
the
nam
e of
each
iss
ue
of sto
ck
owne
d.
Grou
p se
para
tely
(a
) st
ocks
of
insu
ranc
e co
mpa
nies
an
d (b
) st
ocks
of
othe
r af
filia
tes.
W
ithin
gr
oup
(b)
class
ify
acco
rdin
g to
type
of
busi
ness
. Gi
ve
tota
ls
for
each
gr
oup
and
clas
s.3 S
tate
th
e ba
sis
of de
term
inin
g th
e am
ount
.4 I
ndic
ate
by a
sym
bol
whe
ther
m
arke
t or
estim
ated
va
lue.
St
ate
the
basis
of
dete
rmin
ing
such
va
lue.
5 If
adm
itted
as
set
valu
e is
diffe
rent
fro
m th
e am
ount
sh
own
in ei
ther
co
lum
n C,
D
, or
E, s
tate
th
e ba
sis
of de
term
inin
g su
ch
valu
e.
Rule
12-2
9.
Prem
ium
s, L
osse
s, an
d C
omm
issi
ons.
1(F
or
Insu
ranc
e Co
mpa
nies
O
ther
Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
PA
RT
1 pa
rt
22
1 All
mon
ey
colu
mns
sh
all
be to
tale
d.2 F
ire
insu
ranc
e co
mpa
nies
ma
y fu
rnish
in
form
atio
n un
der
colu
mns
G
, H,
an
d I
by to
tals
only
, if
the
info
rmat
ion
requ
ired
by su
ch
colu
mns
is
no
t av
aila
ble
by lin
es
of in
sura
nce.
3 Inc
lude
in
this
colum
n all
am
ount
s se
t fo
rth
in the
re
lated
pr
ofit
and
loss
stat
emen
t un
der
capt
ions
6,
7, 8,
and
9.
A rticle 12 Rule 12-29
64 SECURITIES AND EXCHANGE COMMISSION
Article 12 Rule 12-31
Rule
12-3
0.
Due
and
to Be
com
e Du
e for
Bo
rrow
ed
Mon
ey.a
(For
In
sura
nce
Com
pani
es
Othe
r Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
Des
crip
tion
of in
vest
men
t2
Prof
it L
oss
(1)
(2)
(1)
(2)
On
sale
On
mat
urity
On
sa
le On
m
atur
ity
1 Col
umns
B
and
C sh
all
be to
tale
d.
In lie
u of
this
sche
dule
ther
e m
ay
be file
d sc
hedu
le A,
par
t 3,
and
sche
dule
D, p
art
4, of
the
annu
al s
tate
men
t file
d wi
th
the
resp
ectiv
e do
mici
liary
St
ate
regu
lato
ry
auth
ority
, pr
ovid
ed,
ther
e is
furn
ished
a
supp
lem
enta
l sc
hedu
le sh
owin
g for
ot
her
inve
stm
ents
th
e in
form
atio
n ca
lled
for
in th
is sc
hedu
le.
2 Gr
oup
inve
stm
ents
by
clas
ses.
Subm
it a
sche
dule
show
ing
(a) f
rom
whom
bo
rrow
ed; (
b) da
te
of lo
an;
(c) d
ue
date
; (d
) ext
ensio
ns g
rant
ed;
(e) o
rigin
al a
mou
nts;
a Ind
icate
in
a no
te an
y sig
nific
ant
chan
ges
since
the
da
te of
the
bala
nce
shee
t.
(f)
tota
l pa
ymen
ts;
(g)
unpa
id
bala
nce
at ba
lanc
e sh
eet
date
; an
d (h)
co
nditi
ons
gove
rnin
g eac
h lo
an.
Rule
12-3
1.
Prof
it an
d Lo
ss on
Sale
or M
atur
ity
of In
vest
men
ts.1
(For
In
sura
nce
Com
pani
es
Othe
r Th
an
Life
and
Title
In
sura
nce
Com
pani
es)
Colu
mn
A Co
lum
n B
Colu
mn
C
REGULATION S -X 65
A rticle 12 Rule 12-32
Rule
12
-32.
In
vest
men
ts
in Se
curit
ies
of A
ffilia
tes—
Bank
s.1
(For
Ba
nk
Hol
ding
C
ompa
nies
O
nly)
Col
umn
G
Net
ad
ditio
ns t
o
prof
its o
f ea
ch
af
filia
te
for
perio
d 3 6
Col
umn
F
Am
ount
at
whi
ch
carr
ied
in ba
lan
ce
shee
t of
pe
rson
for
w
hich
st
ate
men
t is
file
d 5
Col
umn
E
Am
ount
of
net
tang
ible
as
set
valu
e ap
pli
cable
to
sh
ares
ow
ned
by pe
rson
fo
r w
hich
st
ate
men
t is
filed
Col
umn
D
Am
ount
of
net
tang
ible
as
set
valu
e ap
pli
cable
to
sh
ares
ow
ned
by ot
hers
Tota
l ca
pita
l, su
rplu
s, a
nd
undi
vide
d pr
ofits
of
affil
iate
d ba
nks
3
(6)
Net
ta
ngib
le
asse
t
valu
e
(5)
Adj
ust
men
ts,
if an
y,
nece
ssa
ry to
ar
rive
at ne
t ta
ngib
le
asse
t va
lue
4
Colum
n C (4
)
Tot
al
com
mon
sh
ares
, su
rplu
s,
and
un
divi
ded
prof
its
(3)
Surp
lus
and
un
divi
ded
prof
its
(2)
Com
mon
shar
es
(1)
Pre
ferr
ed sh
ares
, ca
pita
l no
tes,
or
debe
ntu
res
Colu
mn
B
Shar
es
owne
d by
the
pe
rson
for
which
st
atem
ent
is fil
ed
(2)
Per
cent
of
tota
l ou
tst
and
ing
(1)
Num
be
r
Nam
e of
issue
r an
d tit
le
of iss
ue
2
Colu
mn
A
1 Sub
colu
mns
C
(1),
(2),
(3),
(4),
(5),
and
(6)
and
colu
mns
D
, E,
F,
an
d G
shal
l be
tota
led.
2 Ea
ch
issue
sh
all
be se
para
tely
lis
ted.
Gr
oup
acco
rdin
g to
com
bine
d st
atem
ents
, if
any;
ot
herw
ise
grou
p by
Stat
es.
With
in
each
gr
oup
segr
ega
te na
tiona
l ba
nks
from
Stat
e ba
nks.
D
esig
nate
by
an ap
prop
riat
e m
etho
d th
ose
bank
s wh
ich
are
(a)
not
mem
bers
of
the
Fede
ral
Res
erve
Sy
stem
, an
d (b)
no
t in
sure
d wi
th
the
Fede
ral
Dep
osit
Insu
ranc
e C
orpo
ra
tion.
If
pref
erre
d sh
ares
, st
ate
par
valu
e an
d if
the
rede
mpt
ion
or re
tirab
le
valu
e is
othe
r th
an
par
valu
e, s
tate
su
ch
othe
r va
lue.
3 Th
e in
form
atio
n ca
lled
for
in su
bcol
umns
C
(1),
(2),
(3),
and
(4)
and
colu
mn
G sh
all
be as
show
n by
the
“Rep
orts
of
Con
ditio
n” an
d th
e “R
e
ports
of
Earn
ings
an
d D
ivid
ends
” su
bmitt
ed
by th
e af
filia
te
to a
Fede
ral
auth
ority
, or
if it
does
no
t re
port
to a
Fede
ral
auth
ority
, to
its
resp
ectiv
e St
ate
auth
orit
y.4
Des
crib
e br
iefly
th
e na
ture
of
the
adju
stm
ents
. D
educ
t he
re
any
exce
ss
of re
dem
ptio
n or
retir
able
va
lue
over
pa
r va
lue
of pr
efer
red
shar
es
or pr
inci
pal
amou
nt
of ca
pita
l no
tes
and
debe
ntur
es.
5 If
the
amou
nt
show
n in
colu
mn
F di
ffers
fro
m th
e am
ount
sh
own
in
colu
mn
E,
stat
e th
e ba
sis
of de
term
inin
g th
e am
ount
in
colu
mn
F.6
The
info
rmat
ion
requ
ired
by co
lum
n G
shal
l be
show
n se
para
tely
fo
r ea
ch
perio
d for
w
hich
a
prof
it an
d los
s st
atem
ent
is fil
ed.
SECURITIES AND EXCHANGE COMMISSION6 6
A rticle 12 Rule 12-33
Rule
12-3
3.
Inve
stm
ents
in
Secu
ritie
s.1
(For
all
Un
it In
vest
men
t Tr
usts
, an
d for
tho
se
Uni
ncor
pora
ted
Man
agem
ent
Inve
stm
ent
Com
pani
es
which
are
Iss
uers
of
Perio
dic
Paym
ent,
Pla
nC
ertif
icat
es)
part
1
part
2
Col
umn
K
Inte
rest
Col
umn
J
Div
iden
ds
on ot
her
shar
es7
Col
umn
I
Dis
trib
utio
n re
ce
ived
on
trus
t sh
ares
Col
umn
H
Mar
ket
value
of
ea
ch
issue
at
close
of
pe
riod
5 6
Col
umn
G
Am
ount
at
whi
ch
each
iss
ue
was
car
ried
at
close
of
pe
riod
5
Col
umn
F
Cost
of
item
s in
clu
ded
in
colu
mn
E 4 5
Col
umn
E
Bala
nce
held
at clo
se
of pe
riod.
N
umbe
r of
sh
ares
—
prin
cipa
l am
ount
of
bo
nds
and
note
s
Col
umn
D
Gros
s sa
les
and
redu
ctio
ns
as
to ea
ch
issue
du
ring
perio
d.N
umbe
r of
sh
ares
—pr
inci
pal
amou
nt
of bo
nds
and
note
s
Col
umn
C
Gros
s pu
rcha
ses
and
addi
tions
as
to
each
iss
ue
durin
g pe
riod.
N
umbe
r of
sh
ares
—pr
inci
pal
amou
nt
of bo
nds
and
note
s3
Col
umn
B
Bala
nce
held
at
begi
nnin
g of
perio
d.
Num
ber
of
shar
es—
prin
cip
al a
mou
nt
of bo
nds
and
note
s
Col
umn
A
Nam
e of
iss
uer
and
title
of
iss
ue
2
1 The
re
quire
d in
form
atio
n is
to be
give
n as
to ea
ch
issue
of
secu
ritie
s he
ld at
any
time
durin
g th
e pe
riod
.2
Grou
p se
para
tely
(a)
sh
ares
of
inve
stm
ent
com
pani
es;
and
(b)
othe
r se
curi
ties.
As
to
secu
ritie
s set
fo
rth
in gr
oup
(a)
list
sepa
rate
ly
(1)
tru
st
shar
es
in tru
sts
crea
ted
or se
rvice
d by
the
depo
sito
r or
spon
sor
of th
is tr
ust
; (2)
tru
st
shar
es
in ot
her
trus
ts;
and
(3)
secu
ritie
s of
othe
r in
vest
men
t co
m
pani
es.
As
to se
curit
ies
set
forth
in
grou
p (b
) lis
t (1)
ev
iden
ces
of in
debt
ed
ness
; (2)
pr
efer
red
shar
es;
(3)
com
mon
sh
ares
; an
d (4)
ot
her
secu
ritie
s.
With
in
each
of
thes
e su
bdiv
isio
ns
class
ify
acco
rdin
g to
type
of
busi
ness
, in
so
far
as po
ssib
le,
e. g.
, ra
ilroa
ds,
utili
ties,
ba
nks,
in
sura
nce
com
pani
es,
indu
stri
als.
Gi
ve
tota
ls of
each
gr
oup,
sub
divi
sion
, an
d cl
ass.
3 Des
crib
e br
iefly
th
e na
ture
of
any
addi
tions
ot
herw
ise
than
th
roug
h ca
sh
purc
hase
s.4 S
tate
th
e ba
sis
upon
wh
ich
cost
has
been
de
term
ined
. St
ate
in a
foot
note
to th
is co
lum
n th
e ag
greg
ate
cost
for
purp
oses
of
the
Fede
ral
inco
me
tax. 5
Colu
mns
F,
G,
an
d H
shal
l be
tota
led.
Th
e to
tal
of co
lum
n G
at th
e clo
se
of th
e m
ost
rece
nt
perio
d sh
all
agre
e wi
th
the
rela
ted
capt
ion
in th
e st
atem
ent
of co
nditi
on.
If th
e am
ount
sh
own
in co
lum
n G
diffe
rs
from
th
e am
ount
sh
own
in ei
ther
co
lum
n F
or H
, st
ate
the
basis
of
dete
rmin
ing
the
amou
nt
in co
lum
n G.
If
the
amou
nts
to be
show
n in
colu
mn
G ar
e id
entic
al w
ith
the
amou
nts
to be
show
n in
colu
mns
F
or H
, a
stat
emen
t to
th
at
effe
ct
will
suf
fice.
6 If
mar
ket
valu
e is
dete
rmin
ed
on an
y ba
sis
othe
r th
an
closin
g pr
ices
re
porte
d on
any
natio
nal
secu
ritie
s ex
chan
ge,
expl
ain
such
ot
her
basis
in
a no
te.
7 Ide
ntify
all
di
vide
nds
othe
r th
an
cash
ta
ken
up in
inco
me,
an
d st
ate
the
basis
on
whi
ch
so ta
ken
up.
REGULATION S -X 67
A rticle 12 Rule 12-35
Rule
12
-34.
Tr
ust
Shar
es.
(For
all
U
nit
Inve
stm
ent
Trus
ts,
and
for
thos
e U
ninc
orpo
rate
d M
anag
emen
t In
vest
men
t Co
mpa
nies
w
hich
are
Is
suer
s of
Perio
dic
Paym
ent
Plan
Cer
tific
ates
)
1. A
mou
nt
at w
hic
h---
------
------
------
- tru
st
shar
es
were
ca
rried
at
begi
nnin
g of
peri
od.1
2----
—
------
------
------
---
------
2. A
dditi
ons
durin
g pe
riod
resu
lting
fr
om:
(a)
Crea
tion
of-
--tru
st
shar
e 1-
------
-----
------
----$
------
-----
—(b
) A
lloca
tions
of
trust
in
com
e for
re
inve
stm
ent_
____
____
____
___
____
____
____
___
(c)
Oth
er
addi
tions
------
------
---
------
3. To
tal
addi
tions
------
------
-----
------
-----
------
------
---
-----
------
----
------
------
---4.
Ded
uctio
ns
durin
g pe
riod
resu
lting
fr
om:
(a)
Surr
ende
r an
d ca
ncel
latio
n o
f----
trust
sh
ares
1 -
------
------
------
- - -
------
-----
------
---(b
) O
ther
di
stri
butio
ns
(or
tran
sfer
s to
dist
ribu
tabl
e fu
nds)
of
amou
nts
cred
ited
to tru
st
shar
es__
____
__
____
_(c)
O
ther
de
duct
ions
4_
____
____
____
_ __
__5.
Tota
l de
duct
ions
____
___
__
_ __
__
6. A
mou
nt
at w
hic
h__
____
trust
sh
ares
we
re
carr
ied
at en
d of
peri
od.1
5__
$
1 Ins
ert
the
appl
icab
le
num
ber
of tru
st
shar
es.
2 Sta
te
the
basis
of
dete
rmin
ing
the
amou
nt.
3 Sta
te
sepa
rate
ly
all s
igni
fican
t ite
ms.
If
mar
ket
appr
ecia
tion
of un
der
lyin
g tru
st
prop
erty
is
incl
uded
, th
e am
ount
th
ereo
f sh
all
be sh
own
sepa
ra
tely
. In
com
e re
quire
d to
be se
t fo
rth
in th
e st
atem
ent
of in
com
e an
d di
stri
buta
ble
fund
s sh
all
not
be se
t fo
rth
here
.
4 Sta
te
sepa
rate
ly
all s
igni
fican
t ite
ms.
If
mar
ket
depr
ecia
tion
of un
der
lyin
g tru
st
prop
erty
is
incl
uded
, th
e am
ount
th
ereo
f sh
all
be sh
own
sepa
ra
tely
. Ex
pens
es
requ
ired
to be
set
forth
in
the
stat
emen
t of
inco
me
and
dist
ribu
tabl
e fu
nds
shal
l no
t be
set
forth
he
re.
5 The
ba
lanc
e at
the
close
of
the
mos
t re
cent
pe
riod
shal
l ag
ree
with
ca
ptio
n 8
of th
e re
late
d st
atem
ent
of co
nditi
on.
Rule
12
-35.
In
vest
men
ts
in Se
curit
ies
of Un
affil
iate
d Is
suer
s.(F
or
Face
-Am
ount
C
ertif
icat
e In
vest
men
t C
ompa
nies
)
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Nam
e of
issue
r an
d tit
le of
iss
ue
1Ba
lanc
e he
ld at
close
of
peri
od.
Num
ber
of sh
ares
—pr
inci
pal
amou
nt
of
bond
s an
d n
otes
2Co
st of
each
ite
m 3 4
Valu
e of
each
ite
m at
clos
e of
perio
d 3 5
1 (a)
Th
e re
quire
d in
form
atio
n is
to be
give
n as
to all
se
curit
ies
held
as
of the
clo
se
of th
e pe
riod
of re
port
. Ea
ch
issue
sh
all
be lis
ted
sepa
rate
ly.
(b)
Indi
cate
by
an ap
prop
riate
sy
mbo
l th
ose
secu
ritie
s w
hich
are
no
n-
inco
me-
prod
ucin
g se
curi
ties.
Ev
iden
ces
of in
debt
edne
ss
and
pref
erre
d sh
ares
ma
y be
deem
ed
to be
inco
me-
prod
ucin
g if,
on
the
resp
ectiv
e la
st
inte
rest
pa
ymen
t da
te or
date
s for
th
e de
clar
atio
n of
divi
dend
s pr
ior
to th
e da
te of
the
rela
ted
bala
nce
shee
t, th
ere
was
only
a pa
rtia
l pa
ymen
t of
inte
res
t or
a de
clar
atio
n of
only
a pa
rtia
l am
ount
of
the
divi
dend
s pa
yabl
e;
in su
ch
case
, ho
wev
er,
each
su
ch
issue
sh
all
be in
dica
ted
by an
appr
opri
ate
sym
bol
refe
rrin
g to
a no
te to
the
effe
ct
that
, on
the
last
inte
rest
or
divi
dend
da
te,
only
part
ial
inte
rest
wa
s pa
id
or pa
rtia
l di
vide
nds
decl
ared
. If,
on
su
ch
resp
ectiv
e la
st in
tere
st
or di
vide
nd
date
, no
inte
rest
wa
s pa
id or
no
divi
dend
s de
clar
ed,
the
issue
sh
all
not
be de
emed
to
be in
com
e-pr
oduc
ing.
Co
mm
on
shar
es
shal
l no
t be
deem
ed
to be
inco
me-
prod
ucin
g un
less
, du
ring
th
e las
t ye
ar
prec
edin
g th
e da
te of
the
rela
ted
bala
nce
shee
t, th
ere
was
at
leas
t on
e di
vide
nd
paid
upon
su
ch
com
mon
sh
ares
. Li
st se
para
tely
(1
)
bond
s;
(2)
pref
erre
d sh
ares
; (3)
co
mm
on
shar
es.
With
in
each
of
thes
e su
bdiv
isio
ns
class
ify
acco
rdin
g to
type
of
busi
ness
, in
sofa
r as
pra
ctic
able
: e.
g., i
nves
tmen
t co
mpa
nies
, ra
ilroa
ds,
utili
ties,
ban
ks,
insu
ranc
e co
mpa
nies
, or
indu
stri
als.
Gi
ve
tota
ls for
ea
ch
grou
p,
subd
ivis
ion,
an
d cl
ass.
2 In
dica
te
any
secu
ritie
s su
bjec
t to
optio
n at
the
end
of th
e m
ost
rece
nt
perio
d an
d st
ate
in a
note
the
amou
nt
subj
ect
to op
tion,
the
op
tion
pric
es,
and
the
date
s w
ithin
w
hich
su
ch
optio
ns
may
be ex
erci
sed.
3 Co
lum
ns
C an
d D
shal
l be
tota
led.
Th
e to
tals
of co
lum
ns
C an
d D
sh
ould
ag
ree
with
th
e co
rrel
ativ
e am
ount
s re
quire
d to
be sh
own
by th
e re
late
d ba
lanc
e sh
eet
capt
ions
. St
ate
in a
foot
note
to
colu
mn
C th
e ag
gre
gate
cost
for
Fede
ral
inco
me
tax
purp
oses
.4 I
f an
y in
vest
men
ts
have
be
en
writ
ten
down
or
rese
rved
ag
ains
t by
such
co
mpa
nies
pu
rsua
nt
to ru
le 6-
21-6
, in
dica
te
each
su
ch
item
by m
eans
of
an
appr
opria
te
sym
bol
and
expl
ain
in a
foot
note
.5
Whe
re
valu
e is
dete
rmin
ed
on an
y ot
her
basis
th
an
closin
g pr
ices
repo
rted
on
any
natio
nal
secu
ritie
s ex
chan
ge,
expl
ain
such
ot
her
base
s in
a fo
otno
te.
6 8 SECURITIES AND EXCHANGE COMMISSION
A rticle 12 Rule 12-36
Rule
12-3
6.
Inve
stm
ents
in
and
Adv
ance
s to
Affi
liate
s an
d In
com
e Th
ereo
n.(F
or
Face
-Am
ount
C
ertif
icat
e In
vest
men
t C
ompa
nies
)
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Colu
mn
E Co
lum
n F
Amou
nt
of
equi
ty
in
net
prof
it an
d los
s fo
r the
pe
riod
7
Amou
nt
of di
vide
nds
or in
tere
st4 6 (2
)
Oth
er
(1)
Cred
ited
to
inco
me
Am
ount
at
whi
ch
carri
ed
at
close
of
pe
riod4
5
Cost
of ea
ch
item
3 4
Bala
nce
held
at clo
se
of pe
riod.
N
umbe
r of
sh
ares
, pr
inci
pal
amou
nt
of bo
nds,
no
tes
and
othe
r in
debt
edne
ss2
Nam
e of
issue
r an
d tit
le
of iss
ue
or am
ount
of
inde
bted
ness
1
1 (a)
Th
e re
quire
d in
form
atio
n is
to be
give
n as
to all
in
vest
men
ts
in
affil
iate
s as
of th
e clo
se
of th
e pe
riod.
Se
e ca
ptio
ns
10,
13,
and
20 of
rule
6-
22.
List
each
iss
ue
and
grou
p se
para
tely
(1)
in
vest
men
ts
in m
ajor
ity-
ow
ned
subs
idia
ries
, se
greg
atin
g su
bsid
iarie
s co
nsol
idat
ed;
(2)
othe
r co
ntro
lled
com
pani
es;
and
(3)
othe
r af
filia
tes.
Gi
ve
tota
ls for
ea
ch
grou
p.
If op
erat
ions
of
any
cont
rolle
d co
mpa
nies
are
di
ffere
nt
in ch
arac
ter
from
th
ose
of the
re
gist
rant
, gr
oup
such
affil
iate
s w
ithin
di
visio
ns
(1)
and
(2)
by ty
pe
of ac
tivi
ties.
(b)
Chan
ges
duri
ng
the
peri
od.—
If du
ring
the
perio
d th
ere
has
been
an
y in
crea
se
or de
crea
se
in th
e am
ount
of
inve
stm
ent
in an
y af
filia
te,
stat
e in
a fo
otno
te
(or
if th
ere
have
be
en
chan
ges
as to
num
erou
s af
filia
tes,
in
a su
ppl
emen
tary
sc
hedu
le)
(1)
nam
e of
each
iss
uer
and
title
of
issu
e:
(2)
bala
nce
at be
ginn
ing
of pe
riod;
(3)
gr
oss
purc
hase
s an
d ad
ditio
ns;
(4)
gros
s sa
les
and
redu
ctio
ns;
(5)
bala
nce
at clo
se
of pe
riod
as sh
own
in co
lum
n C.
In
clu
de
in su
ch
foot
note
or
sche
dule
co
mpa
rabl
e in
form
atio
n as
to af
filia
tes
in w
hich
th
ere
was
an in
vest
men
t at
any
time
durin
g th
e pe
riod
even
th
ough
th
ere
was
no in
vest
men
t in
such
af
filia
te
as of
the
close
of
such
pe
riod
.2
Indi
cate
an
y se
curit
ies
subj
ect
to op
tion
at th
e en
d of
the
mos
t re
cent
pe
riod
and
stat
e in
a fo
otno
te
the
amou
nt
subj
ect
to op
tion,
th
e op
tion
pric
es,
and
the
date
s w
ithin
w
hich
su
ch
optio
ns
may
be ex
erci
sed.
3 If
the
cost
in co
lum
n C
repr
esen
ts
othe
r th
an
cash
ex
pend
iture
, ex
plai
n.4
(a)
Colu
mns
C,
D
, an
d E
shal
l be
tota
led.
Th
e to
tals
of co
lum
ns
C
and
D sh
ould
ag
ree
with
co
rrel
ativ
e am
ount
s re
quire
d to
be sh
own
by th
e
rela
ted
bala
nce
shee
t ca
ptio
ns.
Stat
e in
a fo
otno
te
the
aggr
egat
e co
st fo
r Fe
dera
l in
com
e tax
pu
rpos
es.
(b)
If an
y in
vest
men
ts
have
be
en
writ
ten
down
or
rese
rved
ag
ains
t by
su
ch
com
pani
es
purs
uant
to
rule
6-21
-6,
indi
cate
ea
ch
such
ite
m by
mea
ns
of an
appr
opria
te
sym
bol
and
expl
ain
in a
foot
note
.5
Stat
e th
e ba
sis
of de
term
inin
g th
e am
ount
s sh
own
in co
lum
n D
.6
Show
in
colu
mn
E (1)
as
to ea
ch
issue
he
ld at
close
of
perio
d, t
he
divi
de
nds
or in
tere
st
inclu
ded
in ca
ptio
n 1
of th
e pr
ofit
and
loss
or in
com
e st
atem
ent.
In ad
ditio
n, s
how
as th
e fin
al i
tem
in co
lum
n E
(1)
the
aggr
egat
e di
vide
nds
and
inte
rest
in
clude
d in
the
prof
it an
d los
s or
inco
me
stat
emen
t in
resp
ect
of in
vest
men
ts
in af
filia
tes
not
held
at th
e clo
se
of th
e pe
riod
. Th
e to
tal
of th
is co
lum
n sh
ould
ag
ree
with
th
e am
ount
s sh
own
unde
r su
ch
capt
ion.
In
clud
e in
colu
mn
E (2)
all
ot
her
divi
dend
s an
d in
tere
st.
Ex-
plain
brief
ly
in an
appr
opria
te
foot
note
th
e tr
eatm
ent
acco
rded
ea
ch
item
. Ide
ntify
by
an ap
prop
riat
e sy
mbo
l all
no
n-ca
sh
divi
dend
s an
d ex
plai
n th
e ci
rcum
stan
ces
in a
foot
note
. Se
e ru
les
6-22
-2
and
6-23
-1.
7 Th
e in
form
atio
n re
quire
d by
colu
mn
F ne
ed
be fu
rnish
ed
only
as to
co
ntro
lled
com
pani
es.
The
equi
ty
in th
e ne
t pr
ofit
and
loss
of ea
ch
pers
on
requ
ired
to
be lis
ted
sepa
rate
ly
shal
l be
com
pute
d on
an in
divi
dual
ba
sis.
In
addi
tion,
the
re
may
be su
bmitt
ed
the
info
rmat
ion
requ
ired
as co
mpu
ted
on th
e ba
sis
of th
e st
atem
ents
of
each
su
ch
pers
on
and
its
subs
idia
ries
co
nso
lidat
ed.
REGULATION S-X 69
Article 12 Rule 12-37
Rule
12-3
7.
Mor
tgag
e Lo
ans
on Re
al Es
tate
and
Inte
rest
Earn
ed
on M
ortg
ages
.1(F
or
Face
-Am
ount
C
ertif
icat
e In
vest
men
t C
ompa
nies
)
Part
1—M
ortg
age
loans
on
real
esta
te
at clo
se of
peri
od
Colu
mn
A Co
lum
n B
2 Co
lum
n C
Colu
mn
D Co
lum
n E
Part
2—In
tere
st
earn
ed
on m
ortg
ages
Colu
mn
F Co
lum
n G
Inte
rest
in
com
e ea
rned
ap
plic
able
to
perio
d 5 6
Inte
rest
du
e an
d ac
crue
d at
end
of
perio
d 6
Am
ount
of
mor
tgag
es
bein
g fo
recl
osed
Am
ount
of
prin
cipa
l un
pa
id at
close
of pe
riod
(2)
Subj
ect
to
delin
quen
t in
tere
st4
(1)
Tot
al
j
Car
ryin
g am
ount
of
mor
tga
ges
8 9 10
11
Prio
rlie
ns
i
List
by cl
assi
ficat
ion
indi
cate
d be
low
2 3 7
Lien
s on
:F
arm
s___
____
____
____
___(
tota
l) __
Res
iden
tial_
____
____
____
__(to
tal)
_ _A
part
men
ts
and
busi
ness
------
-(to
tal)
_ _U
nim
prov
ed__
____
____
____
____
(tot
al).
_
Tota
l 12_
____
____
____
____
____
___
____
____
____
____
____
____
____
____
____
____
___
1 All
mon
ey
colu
mns
sh
all
be to
tale
d.2 I
f m
ortg
ages
re
pres
ent
othe
r th
an
first
liens
, lis
t se
para
tely
in
a sc
hedu
le
in a
like
man
ner,
in
dica
ting
brief
ly the
na
ture
of
the
lien.
In
form
atio
n ne
ed
not
be fu
rnish
ed
as to
such
lie
ns
which
are
fu
lly
insu
red
or w
holly
gu
aran
teed
by
an ag
ency
of
the
Unite
d St
ates
G
over
nmen
t.3 I
n a
sepa
rate
sc
hedu
le cla
ssify
by
Stat
es
in wh
ich
the
mor
tgag
ed
prop
ert
y is
loca
ted
the
tota
l am
ount
s in
supp
ort
of co
lum
ns
B,
C,
D,
and
E.
4(a)
Inte
rest
in
arre
ars
for
less
than
3
mon
ths
may
be di
sreg
arde
d in
co
mpu
ting
the
tota
l am
ount
of
prin
cipa
l su
bjec
t to
delin
quen
t in
tere
st.
(b)
Of
the
tota
l pr
inci
pal
amou
nt,
state
the
am
ount
ac
quire
d fr
om
cont
rolle
d an
d ot
her
affil
iate
s.5 I
n or
der
to re
conc
ile
the
tota
l of
colu
mn
G wi
th
the
amou
nt
show
n in
the
pr
ofit
and
loss
or in
com
e st
atem
ent,
inte
rest
in
com
e ea
rned
ap
plic
able
to
perio
d fro
m m
ortg
ages
sol
d or
canc
eled
durin
g pe
riod
shou
ld
be ad
ded
to
the
tota
l of
this
colu
mn.
6 If
the
info
rmat
ion
requ
ired
by co
lum
ns
F an
d G
is no
t re
ason
ably
av
ail
able
beca
use
the
obta
inin
g th
ereo
f wo
uld
invo
lve
unre
ason
able
eff
ort
or
expe
nse,
suc
h in
form
atio
n ma
y be
omitt
ed
if the
re
gist
rant
sh
all
inclu
de
a st
atem
ent
show
ing
that
un
reas
onab
le
effor
t or
expe
nse
woul
d be
invo
lved
. In
such
an
even
t, sta
te
in co
lum
n G
for
each
of
the
abov
e cla
sses
of
mor
tga
ge
loans
the
av
erag
e gr
oss
rate
of in
tere
st
on m
ortg
age
loan
s he
ld at
the
end
of the
fis
cal
peri
od.
7 Eac
h m
ortg
age
loan
inclu
ded
in co
lum
n C
in an
amou
nt
in ex
cess
of
$5
00,00
0 sh
all
be lis
ted
sepa
rate
ly.
Loan
s fro
m $1
00,0
00
to $5
00,0
00
shal
l be
grou
ped
by $5
0,000
gr
oups
, in
dica
ting
the
num
ber
of loa
ns
in ea
ch
grou
p.8 I
n a
foot
note
to
this
sche
dule
, fu
rnish
a
reco
ncili
atio
n, i
n the
fo
llow
ing
form
, of
the
carr
ying
am
ount
of
mor
tgag
e loa
ns
at th
e be
ginn
ing
of th
e
perio
d wi
th
the
tota
l am
ount
sh
own
in co
lum
n C
:Ba
lanc
e at
begi
nnin
g of
peri
od__
___
$_
Add
ition
s du
ring
peri
od:
New
mor
tgag
e lo
ans_
____
_$_
____
__Ot
her
(des
crib
e)__
__
_
____
$D
educ
tions
du
ring
peri
od:
Col
lect
ions
of
prin
cipa
l___
_ $_
____
___
Fore
clos
ures
____
___
____
__
___
Cost
of m
ortg
ages
so
ld__
__
____
___
Am
ortiz
atio
n of
prem
ium
_ __
Othe
r (d
escr
ibe)
____
____
__
_ __
__Ba
lanc
e at
close
of pe
riod
____
____
___
____
__
$_If
addi
tions
re
pres
ent
othe
r th
an
cash
ex
pend
iture
s, ex
plai
n.
If an
y of
the
chan
ges
durin
g the
pe
riod
resu
lt fro
m tr
ansa
ctio
ns,
dire
ctly
or
indi
rect
ly
with
af
filia
tes,
expl
ain
the
base
s of
such
tr
ansa
ctio
ns,
and
the
amou
nts
in
volv
ed.
Stat
e the
ag
greg
ate
amou
nt
of m
ortg
ages
(a)
re
newe
d an
d (b
) ex
te
nded
. If
the
carr
ying
am
ount
of
the
new
mor
tgag
es
is in
exce
ss
of th
e un
paid
am
ount
(n
ot
inclu
ding
in
tere
st)
of pr
ior
mor
tgag
es,
expl
ain.
9 If
any
item
of m
ortg
age
loans
on
real
esta
te
inve
stm
ents
has
bee
n w
ritt
en
down
or
rese
rved
ag
ains
t pu
rsua
nt
to ru
le 6-
21-6
, de
scrib
e the
ite
m an
d ex
plai
n the
ba
sis
for
the
write
-dow
n or
rese
rve.
10 St
ate
in a
foot
note
to
colu
mn
C the
ag
greg
ate
cost
for
Fede
ral
inco
me
tax
purp
oses
.11
If the
to
tal
amou
nt
show
n in
colu
mn
C in
clud
es
inte
rcom
pany
pr
ofits
, sta
te
the
base
s of
the
tran
sact
ions
res
ultin
g in
such
pr
ofits
and
, if
prac
ticab
le,
state
the
am
ount
s th
ereo
f.12
Sum
mar
ize
the
aggr
egat
e am
ount
s for
ea
ch
colu
mn
appl
icab
le
to
capt
ions
6
(b),
6 (c
), an
d 12
of ru
le 6-
22.
70 SECURITIES AND EXCHANGE COMMISSION
Article 12 Rule 12-38
Rule
12-3
8.
Real
Esta
te Ow
ned
and
Ren
tal
Inco
me.
1(F
or
Face
-Am
ount
Ce
rtific
ate
Inve
stm
ent
Com
pani
es)
Part
1—Re
al es
tate
ow
ned
at end
of
perio
d Pa
rt 2—
Rent
al i
ncom
e
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Colu
mn
E Co
lum
n F
Colu
mn
G Co
lum
n H
Colu
mn
I Co
lum
n J
List
clas
sific
atio
n of
prop
erty
as
indi
cate
d be
low
2 3
Farm
s___
____
____
____
____
____
___
Res
iden
tial_
____
____
____
____
__A
partm
ents
and
busi
ness
____
____
__U
nim
prov
ed__
____
____
____
____
___
Tot
al8_
____
____
____
____
____
___
Rent
fro
m pr
oper
ties
sold
durin
g pe
riod_
____
Tota
l___
____
____
____
____
____
____
____
_Am
ount
of
encu
m
bran
ces
xxxx
xxx
xxxx
xxx
Initi
al
cost
to
com
pany
xxxx
xxx
xxxx
xxx
Cost
of
impr
ove
men
ts,
etc.
xxxx
xxx
xxxx
xxx
Net
in
com
e ap
plic
able
to
perio
d
Expe
nded
for
inte
rest
,ta
xes,
repa
irs,
and
expe
nses
Tot
al
rent
al
inco
me
appl
icab
le
to pe
riod
Ren
ts
due
and
accr
ued
at end
of
pe
riod
\
Res
erve
for
depr
eci
atio
n
Am
ount
at
whi
ch
carri
ed
at
close
of
peri
od4
5 6
7
1 All
mone
y co
lum
ns
shall
be
tota
led.
2 Eac
h item
of
prop
erty
in
clude
d in
colu
mn
E in
an am
ount
in
exce
ss
of $1
00,00
0 sh
all b
e lis
ted
sepa
rate
ly.
3 In
a se
para
te
sche
dule
classi
fy
by sta
tes
in wh
ich
the
real
esta
te
owne
d is
locate
d the
to
tal
amou
nts
in su
ppor
t of
colu
mns
E
and
F.4 I
n a
foot
note
to
this
sche
dule
, fu
rnish
a
reco
ncili
atio
n, i
n the
fo
llow
ing
form
, of
the
tota
l am
ount
at
which
re
al es
tate
was
carri
ed
at the
be
ginn
ing
of the
pe
riod
with
the
tota
l am
ount
sh
own
in co
lumn
E:
Balan
ce
at be
ginn
ing
of pe
riod_
____
____
____
____
____
____
____
___
$_
____
Add
ition
s du
ring
perio
d:A
cqui
sitio
ns
thro
ugh
fore
clos
ure_
____
____
____
____
____
____
____
__$_
__Ot
her
acqu
isiti
ons_
____
____
____
____
____
____
____
____
____
____
____
_
Impr
ovem
ents
, et
c___
____
____
____
____
____
____
____
____
____
____
___
_
Othe
r (d
escr
ibe)
____
____
____
____
____
____
____
____
____
____
____
____
____
____
____
____
____
____
_
Ded
uctio
ns
durin
g pe
riod:
Cost
of re
al es
tate
so
ld__
____
____
__$_
____
_Ot
her
(des
crib
e)__
____
____
____
___
$___
_
Bala
nce
at clo
se of
perio
d __
____
____
____
____
____
___
$_If
addi
tions
, ex
cept
ac
quisi
tions
th
roug
h fo
recl
osur
e, r
epre
sent
ot
her
than
ca
sh
expe
nditu
res,
expl
ain.
If
any
of the
ch
ange
s du
ring
the
perio
d re
sult
from
trans
actio
ns,
dire
ctly
or in
dire
ctly
, wi
th af
filia
tes,
expl
ain
and
stat
e the
am
ount
of
any
inte
rcom
pany
ga
in or
loss
.5 I
f an
y item
of
real
estat
e in
vest
men
ts
has
been
w
ritten
do
wn
or re
serv
ed
agai
nst
purs
uant
to
rule
6-21
-6,
desc
ribe
the
item
and
expl
ain
the
basis
fo
r the
w
rite-
dow
n or
rese
rve.
6 Stat
e in
a fo
otno
te
to co
lum
n E
the
aggr
egat
e co
st for
Fe
dera
l in
com
e tax
pu
rpos
es.
7 The
am
ount
of
all i
nter
com
pany
pr
ofits
inc
lude
d in
the
tota
l of
colu
mn
E sh
all b
e sta
ted
if m
ater
ial.
8 Sum
mar
ize
the
aggr
egat
e am
ount
s for
ea
ch
colu
mn
appl
icab
le
to
capt
ions
7
and
12 of
rule
6-22
.
XXXX
XXX
xxxx
xxx
xxxx
xxx
xxxx
xxx
xxxx
xxx
xxxx
xxx
REGULATION S -X 71
A rticle 12 Rule 12-39
Rule
12-3
9.
Supp
lem
enta
ry
Prof
it an
d Lo
ss In
form
atio
n.(F
or
Face
-Am
ount
C
ertif
icat
e In
vest
men
t C
ompa
nies
)
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Item
1
1. Le
gal
expe
nses
(in
clud
ing
thos
e in
conn
ectio
n wi
th
any
mat
ter,
mea
sure
or
proc
eedi
ng
befo
rele
gisla
tive
bodi
es,
offic
ers
or go
vern
men
t d
epar
tmen
ts).-
------
------
-2.
Adv
ertis
ing
and
publ
icit
y___
____
____
____
__3.
Sales
pr
omot
ion
------
------
4. Pa
ymen
ts
dire
ctly
an
d in
dire
ctly
to
trade
as
soci
atio
ns
and
serv
ice
orga
niza
tions
, an
d co
ntr
ibut
ions
to
othe
r or
gani
zatio
ns__
__
Tot
alCh
arge
d to
in
vest
men
t ex
pens
e
Char
ged
to ot
her
acco
unts
(1)
(2)
Acc
ount
A
mou
nt
1 Am
ount
s re
sulti
ng
from
tran
sact
ions
wi
th
affil
iate
s sh
all
be st
ated
se
para
tely
.2
Stat
e se
para
tely
ea
ch
cate
gory
of
expe
nse
repr
esen
ting
mor
e th
an
5 pe
rcen
t of
the
tota
l ex
pens
e sh
own
unde
r th
is it
em.
72 SECURITIES AND EXCHANGE COMMISSION
Article 12 Rule 12-41U . S . G O V E R N M E N T P R IN T IN G O F F I C E : 1 9 5 8 O - 4 7 0 3 5 9
Rule
12-4
0.
Certi
ficat
e R
eser
ves.
(For
Fa
ce-A
mou
nt
Cer
tific
ate
Inve
stm
ent
Com
pani
es)
Colu
mn
A Co
lum
n B
Colu
mn
C Co
lum
n D
Colu
mn
E
Bala
nce
at be
ginn
ing
of pe
riod
Add
ition
s D
educ
tions
Ba
lanc
e at
close
of
peri
od
Des
crip
tion
1
(1)
Num
ber
of ac
co
unts
w
ith
se
curi
ty
hold
ers
(2)
Am
ount
of
ma
turi
ty
valu
e
(3)
Am
ount
of
re
serv
es
2
(1)
Cha
rged
to
prof
it
and
loss
or
in
com
e
(2)
Res
erve
p
ay
men
ts
by ce
rti
fica
te
hold
ers
(3)
Cha
rged
to
othe
r ac
co
unts
—
Des
crib
e
(1)
Mat
u
riti
es
(2)
Cas
h su
rren
de
rs
prio
r to
m
atu
rity
(3)
Oth
er—
D
escr
ibe
(1)
Num
ber
of ac
co
unt
s w
ith
se
curi
ty
hold
ers
(2)
Am
ount
of
ma
turi
ty
valu
e
(3)
Am
ount
of
re
serv
es
2
1 (a)
Ea
ch
serie
s of
cert
ifica
tes
shal
l be
stat
ed
sepa
rate
ly.
The
des
crip
tio
n sh
all
incl
ude
the
yield
to
mat
urity
on
an an
nual
pa
ymen
t ba
sis.
(b)
For
cert
ifica
tes
of th
e in
stal
lmen
t ty
pe,
info
rmat
ion
requ
ired
by
colu
mns
B,
D (2
) an
d (3)
an
d E
shal
l be
give
n by
ag
e gr
oupi
ngs,
ac
cord
ing
to th
e nu
mbe
r of
mon
ths
paid
by
secu
rity
ho
lder
s,
grou
ped
to sh
ow
thos
e up
on
whi
ch
1-12
m
onth
ly
paym
ents
ha
ve
been
m
ade,
13
-24
paym
ents
, et
c.2
(a)
If th
e to
tal
of th
e re
serv
es
show
n in
thes
e co
lum
ns
diffe
rs
from
the
tota
l of
the
rese
rves
pe
r th
e ac
coun
ts,
ther
e sh
ould
be
st
ated
(i)
the
aggr
e
gate
di
ffere
nce
and
(ii)
the
diffe
renc
e on
a $1
,000
fa
ce-a
mou
nt
cert
ific
ate
basi
s. (b)
Ther
e sh
all
be sh
own
by fo
otno
te
or by
supp
lem
enta
l sc
hedu
le
(i)
the
amou
nts
peri
odic
ally
cr
edite
d to
each
cla
ss
of se
curi
ty
hold
ers’
acco
un
ts
from
inst
allm
ent
paym
ents
an
d (ii
) su
ch
othe
r am
ount
s p
erio
dic
ally
cr
edite
d to
accu
mul
ate
the
mat
urity
am
ount
of
the
cert
ific
ate.
Su
ch
in
form
atio
n sh
all
be st
ated
on
a $1
,000
fa
ce-a
mou
nt
cert
ifica
te
basi
s fo
r th
e ter
m of
the
cert
ific
ate.
Rule
12-4
1.
Qua
lifie
d A
sset
s on
Dep
osit.
1
Colu
mn
A Co
lum
n B
Nam
e of
depo
sita
ry
2 C
ash
(For
Fa
ce-A
mou
nt
Cer
tific
ate
Inve
stm
ent
Com
pani
es)
1 Al
l m
oney
co
lum
ns
shal
l be
tota
led
.2
Clas
sify
nam
es
of in
divi
dual
de
posi
tari
es
unde
r gr
oup
head
ings
, su
ch
as ba
nks
and
stat
es.
3 To
tal
of co
lum
n F
shal
l ag
ree
with
no
te
requ
ired
by
capt
ion
11 of
rule
6-
22
as to
tota
l am
ount
of
qual
ified
A
sset
s on
Dep
osit
.
Colu
mn
C
Inve
stm
ents
in
secu
riti
es
Colu
mn
D
Firs
t m
ortg
ages
an
d ot
her
first
liens
on
re
al
esta
te
Colu
mn
E
Oth
er
Col
umn
F
To
tal3